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Romania's participation in the international trade in general is regulated by international agreements - multilateral and bilateral. Out of these categories of agreements, our study focuses on those to which Romania is a party, as member state of the European Union, agreements to which reference will be made during our brief presentation.
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The EDI-CMR Protocol of 2008 entered into force in 2011. So far 9 states have become parties to it, Croatia not being among them. Compared to 55 states parties to the original document, the CMR Convention of 1956, this is certainly a modest number. The reason for such reluctance in accepting this new and modern international instrument is certainly not to be found in its content. The EDI-CMR Protocol of 2008 relies on two major principles: technological neutrality that ascertains that legal rules apply equally, not withstanding the technology used; and functional equality, whereby transport documents issued on paper and in the electronic mode have the same legal treatment. The EDI-CMR Protocol of 2008 does not impose any obligation with respect to the use of electronic consignment note. Quite to the contrary, it only gives the basic legal framework for the use of such a document, in case parties to the contract of carriage wish to use such technology, avoiding therefore the possibilities of divergent legal regimes and solutions in different countries. The basic practical prerequisite for the use of the electronic consignment note is the same technological platform used by the parties to the contract of carriage of goods, which is basically reserved for large companies with steady business relationship. Countries ratifying the EDI-CMR Protocol of 2008 will, therefore, not impose any new obligation on their road freight carriers; they will only give a new incentive and legal certainty to the best among them that are able to compete more safely on a new level of e-commerce and e-transport either within the single market, or internationally. It is hence largely advisable for Croatia to ratify this new and modern instrument in the field of international road transport law.
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The article deals with legal acts that set liability for illegal activities, related to the movement of goods across the customs border on Ukrainian territories during the period of their belonging to the USSR. The trends of development of the peculiarities of establishing liability for smuggling in independent Ukraine can be followed.It has been established that domestic legislators, taking into account the experience of the USSR, provided criminal and administrative responsibility for smuggling by the end of 2011. After 2011 such notion as administrative (commodity, economic) smuggling ceased to be used in law-making practice. Smuggling crimes have become only criminal and are associated with the illegal movement of items removed from free circulation (drugs, weapons, explosives, etc.). All other offenses, related to the illegal movement of goods through the customs border are violations of customs rules, the responsibility for which is provided by the Customs Code of Ukraine.It is emphasized that the concept of “administrative (commodity, economic) smuggling” has been united with the notion “illegal movement of goods through the customs border” within the framework of homogeneous administrative offenses.
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By virtue of the principle of celerity that characterizes commercial obligations, the lender or the debtor of the pecuniary obligation may resort to a subrogation for the extinction of the binding legal relationship.The subrogation institution is both within the reach of the creditor and that of the debtor, and each of them may resort to such a payment method if this is in their best interest. As a consequence of the subrogation, the part of the binding legal relationship that resorted to such a method of payment is substituted (replaced) by a third party of the binding legal relationship, which basically takes over the rights and the obligations of the party it replaces. In other words, either of the parties of the binding legal relationship has at hand a legal institution known in the doctrine as being part of the legal forms of payment, through the use of which it can discharge the most costly or interest-bearing financial obligations, known as bearing the name of subrogation. Since the subrogation may be agreed both by the debtor and by the creditor, but it may also be legal, below, we shall only refer to the subrogation agreed by the debtor and to that agreed by the creditor, and the legal subrogation shall be subject to a separate analysis. Thus, in the following, the subrogation institution’s analysis is to be done from the point of view of the comparative law, which concerns the old and the new civil code.
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This study brings into discussion a present-day topic of great interest for the judicial practice, respectively whether a credit agreement concluded electronically is an enforceable title. The paper tackles the validity, sample and binding power of such a contract, through a theoretical perspective, detailing the legal status of the documentin electronic form and document on informational support. At the same time, the study presents the main solutions given by the judicial courts in cases regarding this issue.
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The evolution of technology has enabled the development of society through the possibility of concluding contracts on the Internet, but in parallel it has also led to the development of specific criminal activity, by increasing the risk of being deceived when concluding and executing contracts concluded on the Internet. The article examines the good faith in the negotiation, conclusion and execution of contracts, with emphasis on the particularities of the conclusion of an Internet contract. Particularities regarding the risk of fraud in concluding and executing contracts in the virtual space and the legal consequences, with specific cybercrime discussions and with delimitation of the offence of deception and the offence of computer fraud, are analyzed.
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In the mechanism of crowdfunding as a new form of collaborative financing, the online platform is particularly important, being more than just a simple intermediary. The role of the platform is indisputable as to the point in which it is a sine qua non condition for qualifying an operation as crowdfunding. Therefore, we find it essential to research the aspects regarding the functioning of the crowdfunding platform, in order to explain its mechanism and to deduce a series of rules of conduct. Apart from the legal and economical standpoint, we will analyze some vulnerabilities of the system associated with online crowdfunding transactions, in an attempt to determine whether the promised user protection and security is indeed a real one.
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This paper will analyze the impact of the modernized approach to Article 102 TFEU on the application of the prohibition of dominant position abuse contained in Polish competition law. For that purpose, several questions will be answered. Has the consumer-welfare standard already become, or will it become (in particular under the influence of the effects-based approach), the decisive criteria for the finding of a violation of Article 9 of the Polish Competition Act as well as its past equivalents? Will EU’s new approach to the abuse of dominance lead to a reorientation of the goals pursued by Polish competition law on unilateral conduct? Has Polish enforcement practice attached as much emphasis to the protection of market structures as some EU cases that might have justified the accusation of over-enforcement? Has the recent reform introduced any new requirements, standards or tests in the procedural dimension of the application of the ban on the abuse of dominance and if so, to what an extent will they influence the traditional approach employed by Polish antitrust and judiciary institutions? In order to answer these questions, relevant Polish legislation and case-law will be analyzed. The article will try to establish the actual scope of the change relating to substantive as well as procedural rules which will (or should) affect the enforcement of Article 9 of the Polish Competition Act under the impact of the new EU approach.
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The Penalty institute is a convenient and versatile collateral instrument that is widely used in commercial practice. Therefore, the investigation of the effectiveness of the penalty, as well as the disclosure of its advantages over other collateral arrangements, are of great practical significance. A comparative analysis between the penalty institute and the commercial bet has been carried out in this paper. The essence of the research institutes, their scope, the similarities and the differences between them are analyzed. The article focuses on highlighting the advantages of the penalty against the commercial bet, taking into account criteria such as: degree of risk mitigation, functionality and effective implementation of each of the tools investigated in the field of commercial law.
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The notion of child labour is well determined by relevant international instruments and it can be said that it is theoretically unquestionable. In practice, however, there are various concerns about how to distinguish legal child work from illegal child labour. Sexual exploitation of children, as well as trafficking in children for further exploitation, are still reality in many countries of the world, although they are characterized as the worst forms of child abuse and incriminated as criminal offenses. In addition, a large share of child labour falls under labour in agriculture and household work – these are forms that are very difficult to perceive, and in some cultures and traditions are practically allowed, regardless of the existing legal prohibitions. There are also different strategies which countries are developing to approach the problem of child labour. The aim of the research is to show that the theoretical framework of the content of child labour is undisputed and that it allows clear distinction of child work from child labour. Also, by examining content and scope of basic legal institutes it can be concluded how an effective system for protecting children from labour exploitation and other forms of illicit engagement should potentially look like.
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The entry into force of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, commonly referred to as the General Data Protection Regulation will lead to significant changes in the domestic commercial environment. The present study aims to analyse the main problems that Romanian companies will face. In this respect, a section is dedicated to the theoretical and practical aspects of the new regime of consent, which, under the rule of the Regulation, can no longer be tacit. Similarly, attention is paid to problems concerning the obligation to appoint a Data Protection Officer. This obligation implies significant changes in the companies’ internal affairs. The final part of the article is dedicated to the systematization of a generally applicable compliance rules, to aid Romanian in their feat of insuring proper respect for Personal Data. The main purpose of the present study is to create a proper practical plan to facilitate the fulfilment, by Romanian businesses, under the Regulation.
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This paper is informed by the need to highlight, clarify and evaluate key aspects of the Nigerian law of agency against the background of the increasing usage of the services provided by agents in the progressively complex commercial transactions in an era of globalization. The paper has found that contemporary business deals and contracts have increasingly depended on agency services and has, therefore, explored the attitude of Nigerian Courts to various significant aspects of agency relationship for the proper enlightenment of parties to contracts of agency who may be interested in doing business in Nigeria and on the international platform.
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The paper at hand will analyze directors’ duty not to make decisions which determine corporate violations of positive legal norms and it will provide an interpretation of corporate governance practices that underpin this duty in pre-existing institutions. In the first part, we will pursue the doctrinal attempts of integrating the duty of compliance within the contents of the duty of care or duty of loyalty. We will follow the evolution of this duty, from a simple effect of the ultra vires doctrine, to an obstacle of the contractual underlying of companies, to an element of the duty of loyalty. The paper will review effects that corporate legal violations have on agents’ liability, such as tax law, competition law, labor law, human rights and environmental law breaches, and will illustrate other essential features of this duty, such as compliance with corporate governance codes, ethics and corporate social responsibility. Finally, we will demonstrate that regardless of the approach of good faith in corporate governance, as a distinct fiduciary duty or as element of the duty of loyalty, the duty of compliance is a prerequisite of good faith and can be accomplished simultaneously with the duty to maximize corporate profit and shareholders' wealth.
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The limited liability company, similar to the general partnership is set up and functions on the grounds of the trust between shareholders. Therefore, this type of company has an intuitu personae character, just like any company of persons. The limited liability company operates as long as the conditions laid down by law are met, and if any or more causes leading to the improper operation of the company, it shall dissolve. One of the dissolution cases is that stipulated by articles 227 paragraph (1) letter e) of Law no. 31/1990 – the dissolution by court decision respectively – when the dissolution cannot be decided following a decision of the general meeting – on solid grounds, which can be misunderstandings between the shareholders. Such misunderstandings are not by themselves enough to lead to dissolution, but it is necessary for them to determine the improper operation or lack of any company’s operation.
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Law no. 85/2014 on the insolvency prevention and insolvency procedures, envisaged as of its entry into force as a true “Insolvency Code”, is the main tool for setting up a collective procedure for covering the debtor’s liability, as well as an opportunity to redress the activity of a company in financial distress. The recent amendments brought by the law-maker through the entry onto force, on October 02, 2018, of the Emergency Ordinance no. 88/2018 for amending and supplementing normative acts in the field of insolvency and other normative acts, although brought with the intention of improving the exiting procedure to date as a result of the practices found during the four years since the Insolvency Law has been implemented, succeeded, although probably unintentionally, to create a potential bias towards one of the main creditors encountered in the procedure, namely, the State. This paper therefore, considering the extremely short timespan since the entry into force of the Emergency Ordinance no. 88/2018, proposes by no manner of means to make no criticism on the new regulation, which might even prove effective on the long run as a result of the observation of the practice and concrete implementation of the provisions therein, but only to raise an alarm on some aspects which, at first sight, seem to create certain differences between the creditors by favouring, at least theoretically, a certain creditor.
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The cheque, which has been replaced by money order and credit card in many countries, still remains as an important payment instrument in Turkey. Several sanctions are imposed for the use of bounced cheque in all legal systems in order to increase the credibility of cheque. In the early years of the Turkish Republic, there were no special sanctions imposed for the use of bounced cheque. Such lack of legal sanction for drawing bounced cheque led to an increase in the number of bounced cheque. The said abuse gave cause for certain sanctions on drawing bounced cheque. Considering bounced cheque fraud within the framework of Turkish Criminal Code did not however constitute a proper legal solution for post-dated cheque in particular. As such, Turkish lawmaker had the sole opportunity to define a new crime named “drawing bounced cheque” including imprisonment in the relevant code regulating cheque related issues. But the increase in the number of bounced cheque due to the economic crisis in the nineties made it necessary to find out a new solution. Accordingly, the Turkish lawmaker abandoned imprisonment and carried out a new regulation based on the acquis communautaire that led to the employment of the principle stated as “economic punishment for economic crime”. Since 2016, the QR-code cheque is also employed in order to prevent drawing of bounced cheque. This study aims to review the aforementioned measures with regard to bounced cheque and analyze the impacts of the QR-code cheque.
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Increasing integrity, reducing vulnerabilities and corruption risks in the business environment is a strategic goal. Its achievement implies specific measures such as the exchange of good practices in the implementation of integrity programs between the private and the public sector, the organization of regular public consultations between representatives of the public sector and the business sector on the national anticorruption agenda and the public policies with impact on the activity economic development of antibribery policies and programs developed at the level of companies, including by bringing them to the attention of potential contractors and suppliers and requiring compliance with equivalent standards, initiating dialogue with regulatory authorities in areas such as energy, mineral resources, to implement legal standards integrity. The present study is dedicated to the analysis of integrity issues in the business environment, to the specific measures adopted by the Romanian state in accordance with and in the application of international reference standards, as well as to the perspectives in this essential area of business law.
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Sports organizations constitute the biggest events of the world and are usually widely followed. The main financial source of many athletes or sports organizations is the sponsorship, which enables the sponsor to reach customers. In this paper, I begin by defining the sponsorship, sponsorship contracts and sport sponsorship contracts. Then, I will discussthe legal nature of them. Secondly, I will analyze the parties of this contract. In addition, I will deal with the objects of sport sponsorship contracts, namely the aims of promotion, image transfer and increase engagement with its target audience and to reach a larger target market for the sponsor; and provide funding and promotion for the sponsored party. Finally, I will discuss the rights and obligations of this contracts and in conclusion I will examine whether it is possible for the parties to claim damages for non-pecuniary loss in the case of a violation of personality rights.
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The article is devoted to the problems, hindering the development of Ukraine’s merchant fleet. The direction of the state policy, which should help in strengthening the position of Ukraine as a maritime state, creation of favorable conditions for the achievement of the goals and solving the tasks of development of maritime activity are grounded. The author presents some ways of solving problems that impede the development of Ukraine’s merchant fleet. The thesis is that the dominant position will belong to the merchant navies of those states which successfully balance competing aspects of the shipping industry (the interests of shipowners, crews, flag states, ordinary inhabitants of the planet who are interested in preserving the environment, etc.) while remaining competitive. This circumstance makes it necessary to put into practice the measures of the state, aimed to support the merchant fleet. Only in such way it will be possible to restore the “lost” deadweight of the country’s merchant fleet in the near future.
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