Law No. 31/1990 regulates through several legal norms (e.g., art. 79, art. 127, etc.) the notion of “conflict of interest” as a situation where, on one hand, the interests of a for-profit company (commercial companies) are weighed against, on the other hand, the interests of a partner/shareholder.
In this regard, the corporate law imposes an obligation on any shareholder/partner who is in a conflict of interest with the company, regarding a specific subject, to refrain from participating in the meeting and deliberations (not to vote) concerning the subject matter of the conflict of interest.
Although the corporate prohibitions are formulated in unequivocal terms, in practice, multiple interpretations arise concerning the legal remedies that could be applicable in case of their violation (e.g., liability for damages, nullity, etc.).
In a material, I have briefly presented:
(i) the corporate legal framework that regulates the conflict of interest under Law No. 31/1990,
(ii) the position of the Constitutional Court of Romania regarding art. 127 of Law No. 31/1990,
(iii) the views expressed by national courts (a. only the legal remedy concerning the payment of damages applies, b. the sanction of nullity also applies, c. the sanction of nullity can also apply),
(iv) my point of view on the applicable legal remedies (a. damages in favor of the company, b. criminal sanctions, c. nullity of the act concluded in a state of conflict of interest, and d. damages in favor of the other partners/shareholders),
(v) conclusions.
The material was published on the Universul Juridic platform, one of the most prestigious legal information publications in Romania.
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https://www.universuljuridic.ro/conflictul-de-interese-asociat-actionar-vs-societate-legea-nr-31-1990-art-79-si-art-127/
https://lege5.ro/Gratuit/gezdqmbyga3ta/conflictul-de-interese-asociat-actionar-vs-societate-legea-nr-31-1990-art-79-si-art-127#:~:text=reglementat%20prin%20art.-,127%20din%20Legea%20nr.,la%20deliberările%20privind%20acea%20operaţiune