Shareholders' Agreements & Joint Ventures
A shareholders' agreement only protects you if it can be enforced against the other shareholders and, where needed, the company. We draft Romanian shareholder and joint venture arrangements that work with Law 31/1990 and the constitutive act.
Updated 28 October 2026 · General information, not legal advice
What the work covers
Governance
Board composition, reserved matters and information rights.
Transfers
Lock-up, pre-emption, right of first offer, drag and tag.
Deadlock and exit
Escalation, buy-sell mechanisms and put and call options.
Joint ventures
Contractual and corporate JVs for projects, including regulated activities.
- Constitutive act. Key rights should be mirrored in the constitutive act to bind the company and third parties.
- Limits. Some Law 31/1990 rules on voting and director removal cannot be contracted out.
- Regulators. Licensed companies may need regulator approval for control rights given to a shareholder.
- Term sheet
- Shareholders' agreement and constitutive act amendments
- Deadlock and exit mechanics
Are drag-along clauses enforceable in Romania?
They are enforceable between the parties as contractual obligations, and courts can order specific performance in some cases. Including them in the constitutive act strengthens them.
Can a shareholders' agreement be governed by foreign law?
Yes, but the company's internal governance and some mandatory rules stay under Romanian law.
Tell us the decision you need to make
Describe the transaction or regulatory issue, the Romanian assets involved and your timetable.
Consultation