Professor Jesús Alfaro Águila-Real’s blog refers to the activation of the exceptional article 373 of the Restated Text of the Spanish Capital Stock Companies Act. Royal Decree 868/2024, issued on August 27, 2024, focuses on the Central Market of Palma…
Judgment number 626/2024 of the Spanish Supreme Court deals with a case involving a surety insurance contract and the question of the statute of limitations for actions arising therefrom. The ruling is of significant relevance in the interpretation of limitation…
BOE No. 159 of 5 July 2023 published Royal Decree 571/2023 of 4 July on Foreign Investments, which will enter into force on 1 September, with the aim of implementing Law 19/2003 of 4 July on the legal regime governing…
Mercedes Ágreda reports on Prof. Alfaro Águila-Real’s blog on Ruling 179/20230, of 10 April, of the Provincial Court of Pontevedra, which revokes the order of approval of a non-consensual restructuring plan of the company Hiperxel, issued by the Commercial Court…
The new legal text, published in BOE no. 66 of 18 March 2023, repeals the current Consolidated Text of the Securities Market Law (RD 4/2015), as well as the auxiliary RD 21/2017 and RD 14/2018, and will enter into force…
In our last post on the court challenge of so-called “negative resolutions” based on the grounds indicated in article 204.1 TRLSC, we concluded that, although it is possible that the majority shareholder’s refusal to adopt a corporate resolution proposed by…
Ruling 492/2022, of 24 June, handed down by the 28th Section of Audiencia Provincial de Madrid, deals extensively with the debated question of the challengeability of so-called “negative corporate resolutions”, i.e. rejections by the General Shareholders Meeting of proposals submitted…
The BOE No 180 of 28 July 2022 publishes various amendments to the LOPJ aimed at relieving the burden on the Commercial Courts and the Sections specialising in such matters of the Provincial Courts. To this end, it is envisaged…
The Judgment of the First Chamber of the CJEU of 27 January 2022 (C-788/19), which has been widely publicised, declares that Spain violates European Union law – and specifically Article 63 of the Treaty on the Functioning of the European…
The Draft Bill on the Reform of the Consolidated Text of the Insolvency Law for the transposition of Directive (EU) 2019/1023 on preventive restructuring frameworks introduces significant reforms to insolvency law, which mainly concern the regime of exoneration of unsatisfied…
The Supreme Court has created a clear jurisprudential line regarding the prohibition of indefinite or perpetual ties of the contracting parties (STS 02/10/2021, 07/28/2020, 02/20/2020, 11/16/2016, 14 / 03/2013, among many others), so that in the event that the contract…
The BOE nº164 of 10 July 2021 publishes Act 10/2021 on Teleworking, as a result of Royal Decree-Law 28/2020, of 22 September, which, after being validated by the Congress of Deputies, has been passed as a draft law. Remote work,…
Act 5/2021 of 12 April amending the revised text of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July, and other financial regulations, with regard to the promotion of long-term shareholder involvement in listed companies. The…
The voluntary bankruptcy Tremon Grupo Inmobiliario SA has motivated co cin S entencias the Supreme Court (24 April, 10 July October 23, October 31 and November 22, 2018 ) and a writ of inadmissibility ( December 19, 2018) that address the qualification as persons related to the bankrupt to the partners that participate in the companies belonging to the group…
Judgment 981/2018 of the Labour Chamber of the Supreme Court, dated November 27, 2018, which has been said to seriously compromise the viability of productive units in bankruptcy headquarters has to be valued according to their proper intelligence . Although…
One of the main risks of the management body of a capital company, whether individual (sole administrator), shared (joint or several administrators) or collegiate (board of directors) is the potential joint and several liability for company obligations arising after the…
The Judgment of the Supreme Court of November 21, 2016 (rapporteur Ignacio Sancho Gargallo) addresses several matters while resolving the ability of a rescissory bankruptcy action to deprive an effective structural modification such as the división of companies. Therefore, reading…
Concordance between civil-law and tax-law criteria addressing legal operations is desirable. Such coincidence does not exist in the case of transmissions where the buyer is undetermined. The most common example is the buying and selling of properties in a private…
The rules by which shareholders of a corporation unanimously agree to be governed are the Bylaws, also known as Articles of Association. The Bylaws set (i) the organization of Company and (ii) the relationship between it and partners. They must…
The rules compelling the building developers to guarantee the refund of the amounts paid in advance by the purchasers for the building of a residence, included formerly in section 1 of the overruled Act 57/1968, and now in the First…
Is lifting the veil a procedural passive standing problem? Activation of action in tort – which ultimately means this doctrine – in occurrence of certain cases of fraud or abuse of rights law, share spaces with the legitimatio ad causam…