Andra Jegan is an attorney at law at Schoenherr Bucharest since 2018, where she specialises in corporate/M&A. Before joining Schoenherr, Andra was an associate at a Magic Circle law firm, and an associate with an international French law firm. Andra assists international companies active in a wide range of economic sectors, including retail, pharma, IT and telecoms. She has provided legal advice on general corporate and commercial matters, as well as in a series of cross-border M&A transactions. She also has extensive experience in labour & employment law matters, including companies' restructuring procedures, assistance regarding collective disputes and individual dismissal procedures, regulatory aspects etc. Andra has been a member of the Bucharest Bar since 2009. She graduated from the University of Bucharest (2008), and is fluent in Romanian (native), English and French.
Although the Companies Law created flexible mechanisms and procedures allowing specific shareholder powers to be delegated to a company's management, it also provides that only some decisions made in this regard can be subject to an annulment action. Specifically, the law excludes decisions which concern an increase in a company's share capital from being challenged. However, the Constitutional Court recently recognised shareholders' right to request the annulment of such decisions in court.
In Romania, joint stock and limited liability companies continue to be the most common type of corporation. Limited liability companies are an important backbone of the local economy, with many becoming large enough to qualify as targets in M&A transactions. However, debate exists as to whether classical exit-related provisions (eg, put or call options or drag-along or tag-along clauses) may be implemented in M&A transactions involving shares in limited liability companies.