Category Latest legal articles

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…

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…

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…

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…

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…

THE DISTRESSED-ASSETS BUYER MUST PAY THE AMOUNTS NOT DISBURSED BY FOGASA

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…

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…