The duty to minimise the impact of force majeure does (not) require the party affected to accept an offer of performance different from, but equivalent to, that contractually agreed

18 June 2024

Important, even if to a limited extent, UK Supreme Court ruling on the scope of duties of good faith in the face of a force majeure event.

Waiving of the hardship rule in a business acquisition agreement

9 May 2024

This paper examines the contractual and strategic effects of waiving the hardship rule in a business acquisition agreement.

“Wilful misconduct of the directors will be attributable to each of the sellers”. Anatomy of a business acquisition contract clause

3 April 2024

Clause deemed essential by the purchaser of the majority of share capital when the sellers are minority shareholders.

Modification of the European regime for harmonised collective investment schemes and alternative investment fund managers

11 March 2024

The forthcoming directive extensively modifies the delegation regime, liquidity risk management and supervisory reporting for managers of collective investment schemes (IIC) and alternative investment funds (AIFs), as well as loan origination by alternative investment funds.

Proposal in respect of share transfers in contravention of restrictions

12 February 2024

An old debate not yet settled by case law: the appropriate remedy for share transfers contrary to statutory restrictions or to restrictions provided for in a company’s articles of association.

Legal doctrine created by public records authorities on company acquisitions and disposals of “essential assets” (Art. 160(f) LSC)

29 November 2023

A concise account is given of the criteria used by the public records authorities to resolve some of the most recurrent questions raised in relation to the legal regime for the acquisition and disposal by companies of their "essential assets" (Art. 160(f) LSC).

Invalidity of contracts on the basis of breaches of directors’ duty of loyalty

13 November 2023

As to whether shareholders also have standing to bring actions for the “invalidation” of contracts under Art. 232 of the Spanish Companies Act.

Minimum purchase obligation qualified by a best efforts clause. Test case in Spain.

28 September 2023

The case under consideration involved an interpretative problem: whether the distributor's obligation to make minimum purchases of the distributed product is subordinate to another clause requiring the use of best efforts to fulfil that obligation.

Employee transfers in public procurement: obligation not included in the tender documents, but in the collective agreement applicable to the public authority tendering the service

21 September 2023

The Judicial Review Division interprets Art. 130(1) of the Public Procurement Act as only allowing agreed transfers of employment contracts when included in the sector of the outsourced activity, preventing such transfer clauses in public sector collective agreements.

On the possibility of not including in the articles of association all or some of the legally defined circumstances in which a shareholder must abstain from voting (Art. 190(1) of the Spanish Companies Act)

20 September 2023

Can the articles of association of a company limited by shares do away with all or some of the legally defined circumstances  Art. 190(1) in which a shareholder involved in a conflict of interest with the company is prohibited from voting at the general meeting?

Share value guarantees are void (Supreme Court Judgment of 20 April 2023)

8 September 2023

This paper analyses recent case law on the validity of share value guarantees (so-called "share price guarantees") from the point of view of the infringement of the prohibition of financial assistance.

A job guarantee ‘net’: Sectoral or cyclical Employment Flexibility and Stability RED Mechanism

27 July 2023

Created with the employment law reform, the regulatory implementation of the RED Mechanism is now provided for so that, on a cyclical or sectoral basis and once activated by the Cabinet, companies can suspend contracts or reduce working hours with different types of economic and social aid.

Foreign investment regulations

13 July 2023

On 5 July 2023, Royal Decree 571/2023 of 4 July on foreign investment was published in the Official State Gazette.

Compensation to investors by third party advisors on regulated securities markets

10 May 2023

Important ruling placing the liability for fraud committed by issuers on BME Growth registered advisors.

Employment businesses, temporary work and seasonal workers: a story yet to be written

20 January 2023

The previously forbidden possibility of seasonal contracts being used by employment businesses gives room for legislative improvement, such as staffing for the hirer’s seasonal needs, now that the temporary contract has been "transformed" into a seasonal contract.

Duty of loyalty and liability for excessive remuneration (Barcelona Provincial Court (15th Chamber) Judgment 1387/2022 of 28 September)

12 January 2023

The Barcelona Provincial Court has ruled on the recovery from a company director of the disproportionate remuneration fixed at a general meeting and earned by him to the detriment of the company.

Absence of unlawful transfer in outsourcing: the structural and conjunctural elements in the legal doctrine

30 December 2022

The presence of the principal in the contractor's activity (by way of logo identification or customer data control) does not necessarily turn a lawful outsourcing into an unlawful transfer of workers, not even in services provided through a digital labour platform.

Voidance of company resolutions on the grounds of being abusive where contrary to third party interests

9 December 2022

Supreme Court Judgment 701/2022, of 25 October, ratifies the legal doctrine on the voidance of company resolutions on the grounds of being abusive where contrary to third party interests (Vega Sicilia case).

Christmas strikes

2 December 2022

Over time, adjudications on abusive strikes and illegal strikes, penalties for participation in illegal strikes and employer response mechanisms to strike action have intensified, with sectors becoming increasingly automated and with less union involvement at professional levels.

The gender balance directive on the boards of directors of listed companies

2 December 2022

The adoption of the Directive requires Member States to introduce gender quotas on the boards of listed companies: in general, 40 % of female non-executive directors, or 33 % of female directors out of the total number of board members.

Does it make sense to register a business partnership with the Registry of Companies?

11 November 2022

A new corporate invention of the Spanish legislator, which, as many others, is bound to be fruitless

Structure and content of the Company Creation and Growth Act 18/2022 of 28 September

10 October 2022

Comprehensive summary of the content of the Company Creation and Growth Act 18/2022 of 28 September.

Transitional law on the limitation period for cartel damages claims (Judgment of the CJEU of 22 June 2022, case C-267/20)

18 July 2022

A strange decision of the Court of Justice of the European Union that is prone to be misunderstood, but which can also be read as a correct application of the transitional law regarding limitation periods.

European Commission adopts new Vertical Block Exemption Regulation and Guidelines

5 July 2022

The European Commission adopted on 10 May 2022 the Block Exemption Regulation for vertical agreements, as well as the Guidelines on Vertical Restraints. The new legislation modernises commercial distribution and seeks to adapt to new online marketing models.

Relationship of a company employee, executive officer and chairperson: not incompatible and the employment relationship prevails in the European courts

5 July 2022

European courts consider that membership of the company's statutory body does not, in itself, allow for the presumption or exclusion of the existence of an employment relationship for the purposes of protection under European law, which can only be excluded if the company is effectively managed.

Genuine (and non-genuine) agency agreements in the automotive sector and competition law

3 March 2022

The differences between genuine and non-genuine agents for competition law purposes are analysed, as well as the dual-role models currently under consideration by the European Commission.

Inside Information and Quarterly Financial Statements: CNMV Communication of 13 October 2021

18 October 2021

The CNMV notes in this communication that, although there are no closed periods in respect of the voluntary publication by issuers of the quarterly financial report, this report may contain inside information, in which case the Market Abuse Regulation applies

Current Legislation No. 36

28 July 2021

Current Legislation No. 36

Exemption of intragroup transactions following Act 5/2021 of 12 April

28 June 2021

The concept of related party transactions, the general elements of the exemption or authorisation rules and the new rules on exemption or authorisation of intragroup related party transactions (Art. 231 bis LSC) are analysed.

Parties related to directors following Act 5/2021 of 12 April

22 June 2021

Analysis of the amendment of Art. 231 of the Spanish Companies Act within the regulatory framework for directors’ fiduciary duty of loyalty

Standard contractual clauses

1 June 2021

Current Legislation No. 35

13 May 2021

Current Legislation No. 35

Current Legislation No. 34

28 January 2021

Current Legislation No. 32

Administrative liability of the members of a listed company’s audit committee for serious errors or inaccuracies in the audited annual accounts

13 November 2020

The Supreme Court's judgment of 8 October 2020 confirms the administrative liability of Audit Committee members for the inaccuracy or lack of veracity of consolidated annual accounts that have been externally audited

Current Legislation No. 33

23 October 2020

Current Legislation No. 32

Current Legislation No. 32

28 July 2020

Current Legislation No. 32

Update on the European Temporary Framework for State Aid to alleviate the effects of COVID-19

14 April 2020

Possible impact of the effects of COVID-19 on annual accounts and Corporate Income Tax

14 April 2020

Royal Decree-law 11/2020, of 31 March, adopting supplementary urgent measures in the social and economic field to deal with COVID-19

13 April 2020

Analysis of the state aid approved by the Spanish autonomous communities to (try to) mitigate the impact of COVID-19

8 April 2020

Current Legislation No. 28

29 July 2019

Current Legislation No. 28

Current Legislation No. 24

10 July 2018

Payment periods disallowed under the Late Commercial Payments Act: inappropriate voidness

5 July 2018