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…
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,…
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…
The Decision 905/2024 of 24th June of Tribunal Supremo comes again around the “extra partes” bond of the contracts, when the third party involved is not a “penitus extranei” (completely alien), and does it in the same manner that the…
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…
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…
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…
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 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…
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…
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…
BOE no. 33 of 7 February 202 published Royal Decree 142/2024, of 6 February, amending the Personal Income Tax Regulations, approved by Royal Decree 439/2007, of 30 March, on withholdings and payments on account, from which the following key points…
Ruling 1731/2023 of the First Chamber of the Supreme Court of 14 December, relates res judicata (222 LEC) to the preclusion of pleadings (art. 400.2 LEC), concluding that one cannot ask for the same thing twice, even on the basis…
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 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…
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…
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 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” 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…
BOE Nº154 of 29 June 2023 publishes Royal Decree Law 5/2023 (RDL), which deals with a series of heterogeneous matters, including structural modifications of commercial companies. The sole repealing provision of the RDL repeals Law 3/2009, and replaces the regulation…
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…
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…
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…
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…
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…
BOE nº234 of September 29 publishes Act 18/0222, of September 28, on the creation and growth of companies, which makes changes to (1) the Capital Companies Act, to which we will refer briefly; (2) Act 14/2013 on support for entrepreneurs…
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…
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 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…