Bucharest, 13 December 2023 - In November 2023, the courts ruled in favour of ASF in the following relevant cases:
By Judgment no. 1721/3.11.2023, the Bucharest Court of Appeal ruled in favour of ASF, against the claimant Primaconstruct S.A.
The solution in a nutshell:
„Dismisses as devoid of purpose the application for suspension of the execution of Decision no. 315/30.03.2023.
Right of appeal within 5 days as of the document is served, the appeal to be filed with the Bucharest Court of Appeal.
Dismisses the plea of inadmissibility as unfounded. Dismisses the application as unfounded.
Right of appeal within 15 days as of the document is served (...)”
Subject: I.1. Annulment of ASF Decision no. 315/30.03.2023 and of Inspection Report no. 992/17.01.2023;
The court ruling can be found at:
https://portal.just.ro/2/SitePages/Dosar.aspx?id_dosar=200000000421653&id_inst=2
By Judgment no. 1727/6.11.2023, the Bucharest Court of Appeal ruled in favour of ASF, against claimant Călin Dragoș, as Head of the Legal Department of Transilvania Investments Alliance S.A.
The solution in a nutshell:
„Dismisses the action as unfounded. (...)
Right of appeal within 15 days as of the document is served.”
Subject:
- annulment of ASF decision no 111/3.02.2023, by which ASF ordered the administrative measure of warning the applicant, in his capacity as Head of the Legal Department of Transilvania Investments Alliance S.A., for failure to comply with the mandatory provisions regarding the prior notification period for personal transactions;
- order ASF to publish the final court judgment annulling the contested decision in the ASF Bulletin, in a similar manner to the publication of the contested decision, and to make the necessary entries in the ASF’s electronic archive in the part relating to that decision.
The court ruling can be found at:
https://portal.just.ro/2/SitePages/Dosar.aspx?id_dosar=200000000419546&id_inst=2
By Judgment no. 1754/8.11.2023, the Bucharest Court of Appeal ruled in favour of ASF, against the claimant Unirea Shopping Center S.A.
The solution in a nutshell:
„Dismisses the plea of lack of locus standi as unfounded. Dismisses the application as unfounded. Orders the claimant to pay to the defendant Infinity Capital Investments SA the amount of EUR 12,000 by way of legal fees reduced in accordance with Art. 451 para. (2) Code of Civil Procedure.
Right of appeal within 5 days as of the document is served.”
Subject: the action by which Unirea Shopping Center S.A. requests the court to suspend the execution of ASF Decision no. 1098/24.10.2023, which ordered the approval of the mandatory public takeover bid for the issuer Electromagnetica S.A.
The court ruling can be found at:
https://portal.just.ro/2/SitePages/Dosar.aspx?id_dosar=200000000428118&id_inst=2
By Judgment no. 5161/8.11.2023, the High Court of Cassation and Justice ruled in favour of ASF, against the appellant-claimant Stoian Nicolae, as a member of the Board of Directors - SIF Oltenia, at the sanctioning date.
The solution in a nutshell:
„Dismisses the appeal lodged by the appellant-claimant Stoian Nicolae against Judgment no. 1017 of 20 May 2022 of the Bucharest Court of Appeal - Administrative and Fiscal Litigation Section IX, as unfounded.
Final.”
Subject: the appeal brought by the appellant-claimant against Civil Judgment no. 1017/20.05.2022, by which the Bucharest Court of Appeal dismissed the application as unfounded.
Mentions: on the merits, the case concerned the request for suspension and annulment of the ASF decisions no. 1300/03.11.2020, respectively no. 58/19.01.2021, until the resolution of the merits of the case, and the annulment in their entirety of the contested decisions, which imposed a fine of RON 130,000 on Mr. Stoian Nicolae, as a member of the Board of Directors - SIF Oltenia at the sanctioning date, respectively the one dismissing the preliminary complaint.
The court ruling can be found at:
By Judgment no. 1771/24.11.2023, the Bucharest Court of Appeal rendered the following decision in favour of ASF, in contradiction with claimant Bene Ioan-Luca, as shareholder of IT Transilvania Invest S.A. Cluj-Napoca, majority shareholder of the issuer Societatea Construcții Napoca S.A.
The solution in a nutshell:
„Dismisses the application as unfounded.
Right of appeal within 15 days as of the document is served (...)”
Subject: application for annulment of the ASF Decision no. 260/13.03.2023 on the sanctioning with a fine in the amount of RON 25,100 of Mr. Bene Ioan-Luca, as shareholder of IT Transilvania Invest S.A. Cluj-Napoca, majority shareholder of the issuer Societatea de Construcții Napoca S.A.
The court ruling can be found at:
https://portal.just.ro/2/SitePages/Dosar.aspx?id_dosar=200000000421024&id_inst=2
By Judgment no. 1909/27.11.2023, the Bucharest Court of Appeal ruled in favour of ASF, against the claimant Unirea Shopping Center S.A.
The solution in a nutshell:
„Dismisses the application as devoid of purpose. Orders the defendant to pay the applicant the amount of RON 9,520 by way of costs.
Right of appeal within 15 days as of the document is served (...)”
Subject: the applicant Unirea Shopping Center S.A. seeks: ‘Order the defendant to issue an administrative act, pursuant to Art. 8 para. (1) of Law no. 554/2004 in conjunction with the provisions of Art. 2 para. (1) letter (a) and (d), Art. 3 para. (1) letter (d), Art. 6 para. (1) and para. (3) of GEO no. 93/2012, with the application of Art. 39 of Law no. 24/2017R, by which the following legal persons: Societatea de Investiții Financiare Muntenia S.A., Societatea de Investiții Financiare Oltenia S.A. and Societatea Lion Capital S.A., become jointly and severally liable for the implementation of the mandatory takeover bid addressed to all shareholders of Electromagnetica S.A., with registered office in Bucharest, Calea Rahovei 266-268, L/40/29/1991, the shares of which are admitted to trading on the regulated market operated by the Bucharest Stock Exchange (symbol ELMA) and for all their holdings.”
The court ruling can be found at:
https://portal.just.ro/2/SitePages/Dosar.aspx?id_dosar=200000000421618&id_inst=2
By judgment of 29.11.2023, the Bucharest Court of Appeal rendered a partially favourable decision in favour of ASF, against claimant Radu Claudiu Roșca, as a member of the Board of Directors of Transilvania Investments Alliance S.A.
The solution in a nutshell:
„ Grants in part the application. Annuls in part Decision no. 104/03.02.2023 in respect of act no. 2 and the related warning measure.
Right of appeal within 15 days as of the document is served.”
Subject: the appeal lodged by the claimant against ASF Decision no. 104/3.02.2023, by which the claimant was fined RON 1,800 as a member of the Board of Directors of Transilvania Investments Alliance S.A.
The complaint concerns the following:
„(i) the admissibility of the appeal,
(ii) annulment of ASF Decision no. 104/3.02.2023, as unfounded and unlawful, exonerating the undersigned from the payment of the fine in the amount of RON 1,800 and from the application of the administrative measures consisting of a ‘warning",
(iii) with costs.”
The court ruling can be found at:
https://portal.just.ro/2/SitePages/Dosar.aspx?id_dosar=200000000419557&id_inst=2
By Judgment no. 1929/29.11.2023, the Bucharest Court of Appeal rendered a partial decision in favour of ASF, against claimant Prodan Paul George, as Chairman of the Supervisory Board of Transilvania Investments Alliance S.A.
The solution in a nutshell:
„Dismisses the plea of inadmissibility of the third head of claim as unfounded. The application is granted in part. Partly allows the application for ancillary relief. Annuls in part Decision no. 102/03.02.2023 issued by the Financial Supervisory Authority, as regards the first act alleged against the claimant, consisting in the fact that the minutes of the meeting of the Supervisory Board of 10.08.2022 do not contain the views expressed by one of the members of the Supervisory Board. Reduces the amount of the fine imposed by Decision no. 102/03.02.2023 issued by the Financial Supervisory Authority to the amount of RON 5,000. Upholds the remainder of the contested decision. Orders the defendant to publish this decision on its own internet page, under the section on penalties, once it has become final.
Right of appeal within 15 days as of the document is served.”
Subject: the appeal lodged by Mr. Prodan Paul George against ASF Decision no. 102/3.02.2023, by which the applicant, in his capacity as Chairman of the Supervisory Board of Transilvania Investments Alliance S.A., was fined RON 5,600.
The action covers, among others, the following:
- In the main, annulment of ASF Decision no. 102/3.02.2023 as unlawful and unfounded;
- In the alternative, replacement of the fine by a warning, and ‘in so far as the court overrides the previous request, in the last alternative, (...) reduction of the amount of the fine imposed to the legal minimum of RON 1000’;
- order ASF to publish the judgment annulling the contested decision on its website - in the ‘Sanctions’ and ‘ASF Bulletin’ sections.
The court ruling can be found at:
https://portal.just.ro/2/SitePages/Dosar.aspx?id_dosar=200000000419556&id_inst=2
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