Scurte consideraţii asupra obligaţiei sub condiţia suspensivă a aprobării adunării generale a acţionarilor
Brief considerations regarding the obligation conditional upon the approval of the general meeting of shareholders

Summary/Abstract: In this paper, we aim to clarify potential issues regarding the obligation of a company under the condition precedent of its approval by the general meeting of shareholders. By taking into consideration the key features of the purely discretionary condition as described in the case law and the legal literature, as well as the particularities of the decision-making process of a company, we will demonstrate that such a condition is not a priori a purely discretionary condition and that a solution may be advanced only after analysing carefully all the particular facts of a case. In the last part of our article, we will also advance a few solutions that may be claimed by the parties, on a case by case basis, to maintain the contract when such a condition is considered to be purely discretionary.

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