TRANSFER OF CONTRACTS IN CASE OF MERGER. WARRANTIES AND LOCATION

Abstract

This article explores effects of the merger on the contracts that the companies involved in the restructuring operation. In the firstsection we analyze the general aspectsregarding the effects ofthe merger operation on the contracts using arguments from the Romanian and foreign doctrine and jurisprudence. In the second section we investigate the consequences of the merger on the guarantee contracts from the perspective of the Romanian Civil Code, but also of the French regulations, presenting at the same time the position of the doctrine and the jurisprudence. The third section is dedicated to the effects of universal transfer operating in the case of the merger on real and personal guarantees. Section four deals with the legal regime of the lease, highlighting its intuitu personae character and the consequences of this character on the principle of universaltransfer of assets,in case of merger.The last section is dedicated to the conclusions that aim to highlight the influence exerted by the principle of credit protection on the universal transfer of assets in the matter of mergers.

Keywords

• merger
• universal transfer
• lease
• universal transfer of assets
• surety
• dissolution