CORPORATE DISPUTES IN ROMANIA – LEGAL REMEDIES AND THE ROLE OF AFFECTIO SOCIETATIS
Corporate disputes in Romania often unfold against a backdrop of imbalanced power between majority and minority shareholders. While the law grants each shareholder certain rights, the practical reality is that those holding the majority of the capital often control the company’s destiny. Yet the Romanian Companies Law (Law no. 31/1990) equips minority shareholders with a range of protective mechanisms that, when used promptly and strategically, can play a decisive role in maintaining corporate fairness.
Minority shareholders benefit first and foremost from rights of information and transparency. They can review company records, inspect meeting minutes, question directors and request detailed explanations about management acts. Proper notice of shareholder meetings, together with access to supporting documentation, is not merely a courtesy but a legal requirement, particularly for listed companies, where the standard notice period is 30 days. Any obstruction of these rights by the majority or the directors may itself constitute a legal breach, opening the door to litigation.
The law also grants minority shareholders the capacity to actively influence corporate decision making. Those holding at least 5 percent of the share capital in a joint-stock company may request the convening of a general meeting of shareholders and add items to the meeting’s agenda. Shareholders may even propose the appointment of members to the company’s board or request cumulative voting. These possibilities are intended to ensure that significant minorities are not silenced in corporate governance but can compel a debate on issues of concern.
Oct-Dec 2025 issue
Popescu & Asociatii