Supreme Court Ruling No. 22/2026, of 14 January, resolves a matter of considerable doctrinal and practical relevance in the field of insolvency law: determining the relevant point in time for assessing the status of a person specially related to the…
The classical debate between numerus clausus and numerus apertus of real rights acquires a distinctive configuration within the context of the Land Registry. While civil law theory traditionally tends to present the catalogue of real rights as closed, the registral…
Spanish jurisprudence has been building a system of warnings against businesses which, under the guise of transfer, pursue guarantee purposes. The prohibition of the commissory agreement (arts. 1859 and 1884 CC) operates as a closing clause: radical nullity of any…
This article deals with the validity of contractual clauses that seek to exclude or limit compensation for so-called “consequential damages”. It is common for parties to attempt to limit their liability for indirect losses, such as loss of profit. This…
Order 228/2025 issued by Commercial Court No. 9 of Madrid on the judicial approval of Restructuring Plans in accordance with the Consolidated Text of the Insolvency Law (TRLC) interprets various points that are still subject to debate. Contents of the…
Latent legal personality is a legal concept that has arisen mainly through case law interpretation, which gives rise to interesting debates on the nature and effects of the extinction of the registration of commercial companies. This analysis takes on special…
Judgment 570/2025 of the Supreme Court of 9 April (Judge Sancho Gargallo) addresses the issue of the confirmation of financial contracts (specifically, swaps) that could initially be voidable due to defects in consent. The analysis focuses on determining under what…
Although it would be expected that gross or gross errors committed by the courts would be rectified or rectified by their hierarchical superiors, there are occasions in which the error is committed by the supreme instance, or the decision in…
Since the entry into force of Act 18/2022 of 28 September on the creation and growth of companies – also known as the “Crea y Crece Act” – the question of the possibility of setting up a limited liability company…
The recent Resolution of the General Directorate of Legal Certainty and Public Faith (DGSJFP) dated 15 January 2025 has reaffirmed the prohibition of the Forfeiture Covenant in transactions which, under the guise of a purchase option contract, conceal a guarantee…
Usurious interest is one of the most controversial legal concepts in the field of credit and financing in Spain. Its regulation stems from the historic 1908 Law for the Repression of Usury, known as the Azcárate Law, whose aim was…
Purchases of real estate subject to a resolutory condition – or subsequent condition for termination – form a casuistry that is frequently dealt with in the rulings of the DGSJFP, especially with regard to the re-registration of the previous ownership…
The right to information of a shareholder in a limited liability company (LLC) is fundamental in Spanish jurisprudence, as it enables the shareholder to actively participate in the company’s life and monitor its management. This right is mainly articulated in…
It is well-known that Article 153.2 of the Consolidated Text of the Insolvency Law (TRLC)—just like the former Article 58 of the Insolvency Law—establishes that “Once insolvency has been declared, set-off of the debtor’s claims and debts shall not proceed,…
The principle of relativity of contracts (Article 1257 of the Civil Code) states that contracts only produce effects between the parties who enter into them. However, the complexity of current economic relationships has led jurisprudence to moderate this principle in…
Ruling 501/2023 of 17 April of the Supreme Court refers to the possibility of the Courts to fix the price of a provision of services whose existence is proven, in the absence of evidence, such as a contract. In its…
1. General approach. The legal regime for inter vivos transfers of company shares is established by Article 107 LSC, to which the articles of association frequently refer when regulating this matter, assuming the legal regime as their own. This…
Supreme Court Judgment no. 398/2024, of 19 March 2024, addresses with legal meticulousness the issues raised around the violation of the fundamental rights to honour and privacy, as well as non-contractual civil liability, in a case involving unauthorised consultations of…
These brief lines aim to recall the prohibition by our law of any agreement that automatically assigns to the creditor in a contract the property of an asset belonging to the debtor. This ban is founded on moral reasons and…
The judgment No. 202/2024 of the Civil Chamber of the Supreme Court reminds us of the existence and requirements of the claim for judicial error, a last, subsidiary, and exceptional recourse, aimed at providing financial compensation to the party harmed…
In the regime of prescription of actions, the determination of the “dies a quo” is as crucial as the prescription period itself, as this factor underpins the accurate calculation of the prescriptive term – the period after which a particular…
The Supreme Court has established a clear case law criterion regarding the statute of limitations for actions against company directors based on breach of their duty to dissolve the company in certain pathological cases (art. 367 LSC). Ruling 1512/2023, dated…
The retribution of managers and the “Link Theory” 1. Introduction Corporations resemble a person – the best doctrine speaks of “personified estates” – in which, if I may use the metaphor, one can find a transcript of a biological…
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…
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…
Royal Decree-Law 24/2021 (BOE 03.11.2021) in line with the most recent legislative policy, brings together heterogeneous legislative amendments, bordering on the limits of the legislative competence delegated to the executive branch. One of the novelties it incorporates is the transposition…
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…