MERGERS’ IMPLICATIONS FOR EMPLOYEES UNDER ROMANIAN LAW

Abstract

AbstractMergers of enterprises produce profound effects over the rights of associates,creditors, and employees. Although the interests of each of the categories of persons affectedare protected by national and European norms, employees enjoy a particular attention. InEuropean law, Directive 2001/23/EC regulates the safeguarding of employees’ right in thecase of transfer of undertakings, businesses, and parts of undertakings or businesses.Communitarian dispositions have been transposed in Romanian law by articles 173-174 ofLaw 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 transposethe Communitarian norms in the subject matter.The labour contract is an intuitu personae contract, the relationship betweenemployee and employer being one of subordination. Thus, there are at least two rationalesthat justify the lawmaker’s preoccupation for the implications of restructuring operationsover employees. Employee protection in case of transfer by merger entails, in substance, thesafeguarding of their rights and obligations within the framework of the ceded entity, as theyhad been set by the labour contract of the cedent entity. The current study critically analysesthe national law concerning the transfer of labour contracts in the context of transfer bymerger. The paper also contains a number of de lege ferenda proposals, which can contributeto the improving of the existing juridical framework.