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Empirical data suggest that foreign direct investment tend to flow in countries with strong corporate governance. This work explores means to attract FDI from a corporate law perspective. I suggest a comprehensive set of rules that would make Romania more attractive from the perspective of business ventures. The general policies that are developed here refer to improvement of corporate governance and promotion of partnerships as an alternative for close corporations. The model law that I follow is the one of the US State of Delaware, due to the reputation of this State to attract business ventures for incorporation. This work is structured in three titles. The first title introduces the reader in the context of FDI, and presents the history of FDI in Romania. The second title addresses the decision process for the purpose of establishing a subsidiary in Romania, in particular the capital formation. The third chapter comparatively scrutinizes the corporate law in Romania and Delaware. For the purpose of decreasing formalism, I stand on two hypothesis: one is the separation of management powers from shareholders´ rights; the second is transparency in the decision process.

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Catalin R. Tripon: B.C.L. 1997 Romania; LL.M. 1998 & S.J.D. 2003 Hungary; J.D. 2013 Ontario, Canada. Professional designations: Lawyer in Bucharest Bar 2005; Barrister and Solicitor in Ontario 2014. Current position: litigation counsel with the Ontario government. Previously: counsel with Vilau & Mitel SCA and Babiuc, Sulica & Associates (Romania).

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