2025

DOI: https://www.doi.org/10.31178/AUBD/2025.15

Summary: In early 2025, the European Commission determined that Milestone 121 of the National Recovery and Resilience Plan (PNRR) had not been met and suspended a portion of the funds allocated to Romania. Under this pressure, the Romanian government adopted emergency ordinances allowing for the early dismissal, without just cause, of state-owned company administrators in order to meet that milestone. The measures taken violate constitutional principles—the non-retroactivity of the law, legal certainty, legality, and the presumption of innocence. The new grounds for termination apply retroactively to ongoing contracts, the rules have become unpredictable, and executives are being dismissed based on suspicions that have not been confirmed in court. The role of the European Commission is also criticized: through financial conditionalities, it has exceeded its authority and interfered in the domestic legal order. A dangerous precedent is being set, which strains the balance between the requirements imposed by the EU and domestic constitutional principles, calling into question Romania’s constitutional identity and the limits of the EU’s powers.

Keywords:corporate governance, PNRR, revocation, just cause, legal certainty, non-retroactivity.