MERGERS’ IMPLICATIONS FOR EMPLOYEES UNDER ROMANIAN LAW
DOI:
https://doi.org/10.15837/aijjs.v7i3.680Keywords:
merger, legal transfer, employees, labour contractAbstract
AbstractMergers of enterprises produce profound effects over the rights of associates,
creditors, and employees. Although the interests of each of the categories of persons affected
are protected by national and European norms, employees enjoy a particular attention. In
European law, Directive 2001/23/EC regulates the safeguarding of employees’ right in the
case of transfer of undertakings, businesses, and parts of undertakings or businesses.
Communitarian dispositions have been transposed in Romanian law by articles 173-174 of
Law 53/2003 - The Labour Code and Law 67/2006 regarding the protection of employees’
rights in the event of transfer of undertakings, businesses, or parts of them, which transpose
the Communitarian norms in the subject matter.
The labour contract is an intuitu personae contract, the relationship between
employee and employer being one of subordination. Thus, there are at least two rationales
that justify the lawmaker’s preoccupation for the implications of restructuring operations
over employees. Employee protection in case of transfer by merger entails, in substance, the
safeguarding of their rights and obligations within the framework of the ceded entity, as they
had been set by the labour contract of the cedent entity. The current study critically analyses
the national law concerning the transfer of labour contracts in the context of transfer by
merger. The paper also contains a number of de lege ferenda proposals, which can contribute
to the improving of the existing juridical framework.
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