Corporate law

You need specialist legal assistance when a business decision carries significant legal consequences, or when a relationship with a commercial partner becomes strained. In practice, many commercial disputes arise from incomplete contracts, unclear deadlines, missing guarantees or poorly documented communications. A commercial lawyer can assist you if: you are about to sign an important contract; you wish to amend, negotiate or terminate a commercial contract; a client or partner fails to perform its obligations; you have unpaid invoices and wish to recover debts; you are involved in a commercial dispute; you are having difficulties with suppliers, distributors, customers or collaborators; there are disputes between shareholders or members; you wish to set up, reorganise, transfer or wind up a company; you need assistance with mergers, acquisitions or commercial transactions; you wish to protect your know-how, client base, confidential information or goodwill; you need advice on directors' liability; your company faces the risk of insolvency or enforcement proceedings. In commercial law, the wording of a single clause can decisively change the outcome of a dispute. It is therefore far more effective to prevent problems than to repair them once a dispute has escalated.

• Commercial and contractual advice
  Commercial contracts must accurately reflect the parties' agreement and also cover the situations in which matters do not go according to plan. A good contract is not merely a formality; it is an instrument of protection. We can assist you with:
  drafting and reviewing commercial contracts; negotiating key clauses; structuring the parties' obligations; payment, penalty and guarantee clauses; confidentiality and non-compete clauses; termination and expiry clauses; limitation of commercial liability; preventing legal risks in B2B relationships.
• Commercial litigation and disputes between companies
  When a commercial relationship breaks down, a clear strategy is essential: negotiation, formal notice, court proceedings, payment order, enforcement or settlement. We provide representation in: commercial litigation; debt recovery actions; payment orders; claims for performance of contracts; termination or annulment of contracts; commercial claims; contractual liability; disputes over the delivery of goods or the provision of services; conflicts between shareholders or members; appeals against enforcement; insolvency proceedings, where the circumstances require it.
• Assistance for companies, entrepreneurs and directors
  Decisions taken within a company may have legal, tax, commercial and financial consequences. A commercial lawyer can help management take well-documented decisions and reduce risk. We can assist you with: incorporating and amending companies; transfers of shares or equity interests; increases and reductions of share capital; drafting shareholders' resolutions and directors' decisions; filings with the Trade Register; advice on directors' liability; structuring relationships between shareholders; joint venture agreements and shareholders' agreements; commercial reorganisations; voluntary liquidations and dissolutions.
• Commercial matters we can assist you with
  Commercial law covers a broad range of situations arising in a company's day-to-day activity. We can provide assistance in matters such as: drafting and negotiating commercial contracts; reviewing B2B contracts; debt recovery; unpaid invoices; late payment penalties; disputes between companies; disputes between shareholders; transfers of shares; filings with the Trade Register; directors' liability; performance or termination of contracts; supply, distribution, services, collaboration, agency, franchise, commercial lease, works, transport, manufacturing and confidentiality agreements; non-compete clauses; protection of commercial know-how; disputes over the delivery of goods or the quality of services; contractual delays; formal commercial notices; pre-litigation negotiations; commercial transactions; insolvency and insolvency risk; commercial enforcement proceedings; appeals against enforcement; fuziuni, acquisitions and business transfers.
• Commercial contracts: drafting, negotiation and performance
  The contract is one of the most important forms of protection in a commercial relationship. A carelessly drafted one leaves room for differing interpretations, deadlock, financial loss and litigation. We assist with the drafting, negotiation and review of commercial contracts, with an emphasis on clarity, enforceability and the protection of the client's interests. We can advise in connection with: commercial sale and purchase agreements; services agreements; distribution; supply; agency; franchise; collaboration; consultancy; commercial premises leases; works contracts; transport and logistics; confidentiality agreements; commercial terms and conditions; internal commercial policies. A good contract answers a few questions clearly: who does what, by when, at what price, with what guarantees, what happens if a party fails to perform, and how the relationship is brought to an end if problems arise.
• Debt recovery and unpaid invoices
  Unpaid invoices can seriously affect a company's cash flow. Late payment is often not merely an accounting issue but a legal and commercial one, particularly where the client refuses to pay, alleges non-conforming services or repeatedly puts off meeting its obligations. We can assist clients with: reviewing contracts and invoices; issuing payment notices; negotiating amicable recovery; filing applications for payment orders; prosecution of claims; recovering penalties; obtaining enforceable titles; assistance with enforcement proceedings; challenging the debtor's unfounded defences. In debt recovery, speed matters: the earlier action is taken, the greater the prospects of actually recovering the sums owed.
• Disputes between shareholders and members
  Disputes between shareholders can bring a company's activity to a standstill, damage relationships with employees, clients and suppliers, and lead to significant losses. Such disputes frequently arise from disagreements over the management of the company, the distribution of profit, voting rights, each shareholder's contribution or the strategic direction of the business. We provide assistance with: disputes between shareholders; the exercise of voting rights; challenging general meeting resolutions; the exclusion or withdrawal of shareholders; the assignment of shares; decision-making deadlock; directors' liability; access to company documents; the distribution of dividends; negotiating an amicable separation; structuring shareholders' agreements. In such situations, the objective is not merely to win a dispute, but to protect the value of the company and avoid irreversible damage to the business.
• Incorporations, amendments and filings with the Trade Register
  A company undergoes numerous changes over the course of its activity: a change of director, relocation of its registered office, amendment of its object of activity or the assignment of shares. The documents must be correctly prepared and filed in the required form. We can provide assistance with: incorporating an SRL, SA or other corporate forms; changing the registered office; changing the director; amending the object of activity; updating the articles of association; assigning shares; increasing or reducing share capital; opening or closing working points; suspending activity; dissolution and liquidation; striking the company off the register; representation before the Trade Register. These procedures may appear straightforward, but drafting errors or missing documents can delay matters and create difficulties in commercial relationships.

• Review of documents and risks
  The first step is to review the contracts, invoices, correspondence, minutes, orders, deliveries and the manner in which the parties have performed their obligations.
• Notification and negotiation
  In many cases, a well-drafted notice can resolve the deadlock without litigation. Negotiation may lead to payment, staged payment, amicable termination of the contract or a commercial settlement.
• Court proceedings
  If an amicable settlement is not achieved, the matter may proceed to court. Depending on the case, a payment order, an action for claims, an application for termination, a challenge to a general meeting resolution or another specific procedure may be appropriate.
• Enforcement proceedings
  Once an enforceable title has been obtained, enforcement proceedings may be commenced to actually recover the sums or goods owed.

• Creditor
  If you have money, services or goods to recover, you need a swift and well-documented strategy. Depending on the circumstances, the route may be a formal notice, negotiation, a payment order, court action or enforcement proceedings.
• Debtor
  If you are asked to pay a sum you consider unjustified, the contract, the invoices, the performance of the obligations and any available defences must be reviewed. Not every invoice issued automatically amounts to a certain and due debt.
• Supplier or service provider
  If you deliver goods or provide services, the contract must protect you in the event of non-payment, delays, refusal of acceptance, project changes or additional requests not covered by the contract.
• Beneficiary or commercial client
  If you have contracted for goods or services that were not properly delivered, you may seek performance of the obligations, remedial works, price reductions, penalties or damages, depending on the contract and the evidence.
• Shareholder or member
  If you are involved in an internal dispute, your rights within the company must be reviewed, together with the articles of association, the general meeting resolutions, the right to information, dividends, voting and the possibility of withdrawal or exclusion.

• Case study 1: Large-scale commercial litigation in the solar energy sector
  Buju, Stanciu & Associates assisted a client in complex commercial litigation in the solar energy sector, concerning the performance of contractual relationships with high economic and technical stakes. The case required an analysis of the contracts, the obligations assumed by the parties, the commercial chronology and the way in which each stage of the contractual relationship shaped the dispute. On appeal, the court accepted the arguments put forward by the BSA team, set aside the first-instance decision and handed down a ruling in the client's favour. The strategy was built on a detailed understanding of the contractual mechanism, on reconstructing the relevant facts and on formulating defences tailored to the specifics of the energy sector. This mandate reflects BSA's ability to handle complex commercial litigation in which contract law must be aligned with the economic and technical realities of the project.
• Case study 2: M&A transaction and complex due diligence involving a high volume of data
  Buju, Stanciu & Asociații advised on a complex mergers and acquisitions mandate involving an extensive due diligence exercise and the review of a very large volume of information. The project required the examination of approximately 127,000 e-mails in order to identify legal, commercial, tax, technological and reputational risks relevant to the transaction. By deploying technological tools to detect key patterns and filter out the relevant material, a review that would ordinarily have taken some six weeks was completed in around 72 hours. This approach enabled the team to give the client a clear picture of the transaction risks in a far shorter timeframe, without any compromise on the quality of the analysis. In 2025, BSA closed more than 10 mergers and acquisitions transactions, the largest exceeding EUR 6 million. The mandates covered not only the legal review of documentation but also tax, technology and reputational risk assessments, reflecting the firm's integrated approach to business transactions.