Contractul de cesiune de părţi sociale - fraudă la lege sau mijloc de eludare a sancţiunii excluderii asociatului - administrator? Probleme doctrinare şi soluţii de practică judiciară

Conf. univ. dr. Carmen TODICĂ

ABSTRACT

Starting from a solution of judicial practice, unpublished, the study addresses the problem of fraud to the law, as a reason of absolute nullity of the contract of assignment of shares, from a doctrinal perspective, with applications on the judicial practice. both doctrinal and jurisprudence are treated in a series of issues related to the exclusion of the associate-administrator, answering some questions raised by the solution of judicial practice presented:

Is it necessary to have a prior decision of the general meeting of shareholders approving the contract for the assignment of shares? The parties to the assignment contract aimed at defrauding the law and avoiding the sanction of exclusion of the associate - administrator from the company? Is the method of...