Commercial contracts, disputes between businesses and debt recovery, legal due diligence on acquisitions and corporate governance: the same technical reading of the document, from negotiation through to enforcement.
The legal services described on this page are provided through Cabinet de avocat Mihai Guran (Brașov Bar). This page is informative.
About the attorney →While the commercial relationship works, nobody rereads the contract. It is reread when one party stops paying, stops delivering or wants out. What was written then becomes visible, and the court reads what the contract says, not what the parties meant.
Most commercial disputes do not begin in bad faith. They begin in wording that seemed sufficient at signature: a payment term with no consequence attached, a termination clause with no procedure, a guarantee with no mechanism for calling it, a limitation of liability that covers precisely the wrong risk.
I work at both moments of the same relationship: at drafting, where risk can still be allocated, and in litigation, where risk has to be proved. One reading, applied once preventively and once under challenge.
Negotiation and drafting: subject matter and price, time limits and their consequences, guarantees, limitation of liability, termination, governing law and dispute resolution. Including review of contracts received from the counterparty.
Performance of the contract, damages, rescission, disputes among shareholders and with commercial partners. The strategy follows the evidence, not the pleadings.
From formal demand through to enforcement: choosing the procedure that fits the claim, protective measures where the debtor may empty the estate, and pursuing the judgment once obtained.
Pre-acquisition review, complementary to the tax review: title, corporate position, key contracts, litigation, guarantees, permits. The findings feed the negotiation of price and warranties.
The relationship between shareholders, directors and the company: mandates, limits of authority, conflicts of interest, decisions of the statutory bodies and how they are documented, before a decision becomes an accusation.
The arbitration clause drafted properly in the contract and, where the dispute has already arisen, conduct of the case in the arbitral procedure, domestic or international.
This is the most expensive pattern in business practice: a dispute that belongs to commercial law is recast as a criminal offence, and the other side gains pressure it would never have had in a civil case.
A shareholder conflict becomes a complaint for breach of trust or embezzlement. A restructuring becomes a transfer to the detriment of creditors. A disputed invoice becomes a fictitious operation. In each, the accusation adds an element of intent that has to be proved, not assumed.
The defence in these cases starts from the commercial documents, not from the legal classification: what was delivered, what was paid, what the records show, what economic justification the operation has. It is the same ground on which the rest of the practice is built, from directors’ liability to company-law offences.
The first step is to check what actually proves the claim: the contract, the order, the invoice, the proof of delivery, the correspondence. The procedure follows from that, and the choice is not neutral: a claim that is certain, liquid and due, and documented in writing, can take a faster route than an ordinary action. Where there is a risk that the debtor will empty the estate, protective measures are sought early, not after judgment.
When the accusation adds to the commercial facts an element of fraudulent intent: operations without real substance, non-conforming documents, transfers to the detriment of creditors. The line is real, but it is crossed too easily, and a contractual disagreement becomes a criminal complaint. The defence starts by reconstructing the operation from the documents, not from the legal label.
Title to the assets, the corporate position and the decisions of the statutory bodies, the contracts that keep the business running and their change-of-control clauses, litigation and guarantees given, employment relationships, permits. The output is not a list of risks but a negotiating position: what is corrected before signing, what is covered by representations and warranties, what is held back from the price.
Because a commercial transaction produces contractual and tax effects at the same time, and both are decided in the same clauses: the price and its adjustments, the moment of transfer, the warranties, the indemnities. A clause that is sound in law can be expensive in tax, and a structure that is efficient in tax can be fragile in law. Here both readings come from the same hand.
When the company’s debt becomes a personal debt: joint tax liability, liability in insolvency and protection of personal assets.
See the practice area →Financial difficulty and the line between commercial failure and a criminal offence: bankruptcy, fraudulent management, transfers in the suspect period.
See the practice area →Misuse of company assets, fraudulent management, embezzlement, corporate forgery: where a business decision is read as a criminal act.
See the practice area →The tax side of the pre-acquisition review: hidden risks and how they enter the price and the warranties.
See the analysis →A first conversation establishes what the existing documents actually say, what can still be corrected before signature and, where the dispute has already arisen, what your position can be built on.