Directors’ & officers’ liability in Romania: liability claims & defence strategy

For shareholders, companies, directors and managers facing (or considering) civil liability claims related to management decisions. You send the corporate file and the decision trail; we build a fact-first strategy: duties, causation, evidence and procedural options.

Informațiile sunt generale și nu înlocuiesc consultanța juridică. Contează faptele, actele și cronologia.

When you may need this

You consider bringing a liability claim against an administrator/director.
You received a claim or notice alleging mismanagement or breach of duties.
There are disputed transactions, related-party issues or governance failures.
You need access to documents to evaluate what happened and why.
You want to assess personal exposure vs company exposure (and insurance angles).
The company is in (or approaching) insolvency and liability risks escalate.
You need a defence file that is coherent, evidence-based and deadline-safe.
You want a negotiated resolution that protects business continuity where possible.

What we do (step by step)

Clarify the legal basis: corporate duties, decision powers, and potential liability routes under company & civil law.
Build the decision timeline: board/management decisions, approvals, supporting materials and implementation steps.
Evidence strategy: documents, witnesses, expert accounting where needed, and a causation narrative.
Quantum approach: separate alleged losses into provable categories and link each to evidence.
Defence planning: authority, business rationale, information available at the time, and mitigation steps.
Procedural options: pre-litigation notice, negotiation, interim measures where appropriate, and litigation steps.
Settlement design: structured waivers, governance fixes, payment mechanics and confidentiality when relevant.

Documents & information useful for the first review

Document	Why it matters	Notes
Articles of association + corporate governance documents	Defines powers, duties and decision rules.	Include all amendments and internal policies.
Board/management minutes & resolutions	Shows decision-making process and approvals.	Provide supporting materials referenced in minutes.
Key transactions at issue (contracts, transfers, loans)	Central to breach and causation analysis.	Include related-party identifiers if relevant.
Financial statements & management reports	Supports causation and quantum discussions.	Clarify accounting periods and adjustments.
Shareholder communications and notices	Relevant to transparency, approvals and disputes.	Include delivery proof where available.
Insurance/indemnity documents (if any)	May affect defence planning and settlement options.	Provide policy excerpts and correspondence.

Risks & common mistakes

Turning a complex governance problem into a simplistic blame narrative without evidence.
Missing deadlines or procedural steps that later limit remedies.
Ignoring causation: even if a duty was breached, loss and link must be proven.
Mixing company claims with personal claims without clarifying standing and authority.
Relying on hindsight rather than documenting what information existed at the time.
Settling without clear waivers, authority checks and enforceable terms.
Underestimating insolvency-related liability dynamics when financial distress exists.

FAQ

Is every bad business outcome a director’s liability?

No. Liability is typically built on duties, breach, causation and provable loss. The analysis depends on documents, context and decision process.

Who can sue: the company or shareholders?

It depends on the type of claim and the company structure. We check standing, required approvals and procedural steps based on the corporate file.

What if documents are withheld?

We start with structured requests and proof, then consider procedural routes to obtain records. The goal is to build a file that a court can work with.

How does insolvency change the picture?

Financial distress can create additional scrutiny and different liability routes. We align strategy with the company’s status and documented timeline.

Can this be resolved without court?

Often yes, if the risks are mapped and the settlement is enforceable: authority, waivers, payment mechanics and governance fixes where relevant.

Contact

Call

Email: alexandru@maglas.ro | Phone: +40 756 248 777