By Mădălina Neagu, Andra Jegan
To enable decisions to be passed efficiently, the Companies Law (31/1990) created flexible mechanisms and procedures allowing specific shareholder powers to be delegated to a company’s management. Such mechanisms have been successfully implemented by a vast number of companies and have enabled them to expedite corporate changes concerning their main characteristics (eg, corporate seat, scope of business and share capital).
While the delegation of specific powers of extraordinary meetings of shareholders to boards of directors is common practice, the Companies Law has long since provided that only some decisions made in this regard can be subject to an annulment action. Specifically, the law excludes decisions which concern an increase in a company’s share capital from being challenged. However, the Constitutional Court recently recognised shareholders’ right to request the annulment of such board decisions in court.