ROMANIA Law and Practice Contributed by: Stan Tîrnoveanu, Alexandru Iorgulescu, Laura Retegan and Viorica Clima, Zamfirescu Racoți Vasile & Partners Attorneys At Law
the debtor, by the insolvency administrator and/or by one or more creditors who together hold at least 20% of the total value of the receivables contained in the final table. With regard to the reorganisation plan, the law pro - vides a distinct voting modality from the other deci - sions that the creditors make in the creditors’ meeting. Each receivable benefits from a voting right that its holder exercises within the category of receivables of which such receivable is a part. The following receivables represent distinct catego - ries: • the receivables benefiting from preference rights; • salary receivables; • budgetary receivables; • the receivables of indispensable creditors; and • the other simple contract receivables. Accepting a Reorganisation Plan A reorganisation plan will be considered accepted by a category of receivables in the event that the plan is accepted by creditors representing an absolute major - ity of the value of the receivables from that category. A condition for the acceptance of the plan is that credi - tors representing at least 30% of the total value of the body of creditors vote for its approval. The law does not exclude the possibility of the sub - mission of several reorganisation plans, although only one may be accepted by the creditors, and submitted for confirmation with the syndic judge. Use of a Restructuring Procedure to Reorganise a Corporate Group A restructuring procedure may not be utilised to reor - ganise a corporate group on a combined basis for administrative efficiency, but different types of M&A operations can be performed within a reorganisation procedure. 4.2 Statutory Restructuring, Rehabilitation and Reorganisation Procedure Composition of the Plan In principle, the reorganisation plan may be proposed after the general insolvency procedure has been
opened against the debtor. At the end of the obser - vation period, when the table of creditors has become final (all challenges have been set) any of the persons enumerated may propose a reorganisation plan. The reorganisation plan will impact all claims registered in the definitive table of receivables, whether they are claims of commercial creditors, tax claims, share - holder or group company claims, etc. From a financial point of view, the reorganisation plan must comprise a projection of cash flow that would allow for the execution of the measures proposed by the plan. In terms of viability, the creditors have the sovereign decision, but if there are doubts, the court may solicit a neutral opinion from an insolvency practi - tioner on whether it is possible to implement the plan. In reorganisation, a necessary and imperative condi - tion which must be met is the correct and fair treat - ment of the receivables, so that the creditors receive at least what they would receive in the case of a bank - ruptcy. The main purpose of the reorganisation plan is the company’s recovery, with coverage of as high a per - centage of the body of creditors as possible, and the company’s subsequent reinsertion in the economic circuit. This can obviously have numerous benefits, including social benefits, by means of the protection of jobs. Following the confirmation of a reorganisation plan, the debtor will conduct its activity under the supervi - sion of the insolvency administrator, with the court intervening only to solve certain aspects in which it is vested and which are related to the legality of the measures and of the means of execution of the plan. As mentioned, the reorganisation procedure starts as of the date of confirmation of the plan by the court, as Romanian law does not provide for a distinct expedit - ed procedure, but it does allow that a reorganisation plan may be executed within three years, respectively four years for legal persons, with the possibility of an extension. The maximum interval of a reorganisation plan is five years from the initial confirmation. How - voted by the creditors. Expedited Procedure
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