Opoziţie împotriva proiectului de fuziune. Calitate procesuală activă

Filing an opposition against a merger project. Legal standing

In accordance with Art. 243 of Law no. 31/1990, the legislator gives the companies creditors taking part in the merger the legitimacy to file an opposition against the proposed merger, to ensure that their debt is satisfied, provided that the debt is certain, liquid, prior to the publication of the merger project and not yet due on the same day and aimed at preventing the occurrence of a prejudice.

The result is a dual requirement for achieving the quality to file an opposition against the proposed merger, namely:

o Owning a debt which is certain, liquid, prior to publication of the merger project and not yet due on the same day and

o Pursuing to prevent damage by achieving adequate protection, consisting in obtaining a guarantee or immediate payment of debt.

Having regard to the subject of the opposition namely to ensure satisfaction of the debt, the legislator...