César Ayala

César Ayala

Judgment of the CJEU on the start of the limitation period for claiming mortgage expenses

The Court of Justice of the European Union (CJEU), in its judgment of 25 April 2024, has addressed the questions referred for a preliminary ruling by the Spanish Supreme Court in relation to the start of the limitation period for…

Fraud in the indirect transfer of company shares.

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…

Judgment of CJEU on time limitation to claim mortgage expenses

The Court of Justice of the European Union (CJEU), in its ruling of April 25, 2024, addressed the preliminary questions posed by the Spanish Supreme Court regarding the start of the limitation period for the action to refund mortgage expenses…

Main amendments in civil proceedings

BOE no. 11 of 12 January 2024 publishes the validation agreement of Real Decreto Ley 6/2023, which approves urgent measures for the implementation of the Recovery, Transformation and Resilience Plan for the public service of justice, civil service, local government…

The subjective criterion in the statute of limitations

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…

Services of Company Director are not levied by VAT

The judgment of the Court of Justice of the European Union (Case C 288/22) of 21 December 2023 answers two questions for preliminary rulings on the interpretation of certain articles of Council Directive 2006/112/EC in relation to the common system…

Royal Decree 817/2023 on Artificial Intelligence

Royal Decree 817/2023, dated November 8, 2023, establishes a controlled testing environment for assessing compliance with the proposed Regulation of the European Parliament and Council concerning harmonized standards in artificial intelligence. Effective from November 10, 2023, and valid for a…

The New Civil Cassation Remedy Procedure

The Royal Decree-Law 5/2023, of June 28, introduces various procedural measures in its Title VII aimed at simplifying and expediting the processing of cassation remedies. In the field of civil matters, the modification of the cassation remedypertains to Articles 477,…

The retribution of managers and the “Link Theory”

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…

Royal Decree 571/2023 on Foreign Investment

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…

First reversal of a non-consensual restructuring plan

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…

RD 249/2023, of April 4th, on cryptocurrencies

It is worth this quick note to mention the obligation that RD 249/2023 (art. 3) introduces in RD 1065/2007 (General Tax Management Regulation), adding a new Article 39 bis, which imposes the obligation on Spanish exchanges to submit (i) an…

Approved Act 2/2023 on Whistleblowers

The BOE nº44 of 21 February 2023 publishes the Act 2/2023, of 20 February, regulating the protection of persons who report regulatory infringements and the fight against corruption, which transposes Directive (EU) 2019/1937 of the European Parliament and of the…

Amendment of Ley Orgánica del Poder Judicial about Commercial Courts.

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…

Short analysis of the Judgment about form 720

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 foreseen “Planes de Reestructuración”

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 Tribunal Supremo opens doors to perpetual leases.

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…

Act 10/2021 on Teleworking

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,…

NEWS BROUGHT BY LEY 5/2021

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…

SUBORDINATION OF CREDITS OF COMMON SHAREHOLDERS (ART. 93.2.3º LC)

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…

DIVISION OF COMPANIES AND CLAW-BLACK ACTIONS

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…

JUST A SINGLE CONVEYANCE? OR SEVERAL?

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 EFFICACY OF SHAREHOLDERS’ AGREEMENTS

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…

BANKS SHOULD MONITOR THE DEVELOPERS

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…

LIFTING THE VEIL TO GOOGLE INC.

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…