Publications classified in Corporate Compliance

• Adoption of the Directive on empowering consumers for the green transition

  21 March 2024

  The Directive on empowering consumers for the green transition imposes on producers and sellers of goods a number of obligations aimed at protecting consumers from misleading environmental claims (‘greenwashing’), helping consumers and users make more sustainable choices and increasing confidence in ecological information and labels.

  Eduardo Orteu Berrocal

  Yago Fernández Darna

  Gómez-Acebo & Pombo Sustainability Group; Alicia Gómez García

• 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?

  Alberto Díaz Moreno

• Liability in tort of Gowex’s registered advisor on the alternative investment market MAB

  12 May 2023

  Supreme Court Judgment No. 539/2023 of 19 April attaches liability in tort to the registered advisor vis-à-vis investors for having breached its obligation to ensure that issuers comply correctly, from a formal and substantive perspective, with their obligations to disclose information to the market.

  Reyes Palá Laguna

• The Whistleblower Protection Act (Act 2/2023, 20 February): 10 key issues

  28 February 2023

  Act 2/2023, of 20 February, regulating the protection of persons who report violations of the law and the fight against corruption, was published in the Official Journal of Spain on 21 February. Among other things, it requires companies with 50 or more employees to implement an Internal Information System. This Act require comprehensive analysis in terms of criminal, employment and data protection compliance, which is why we at GA_P would like to highlight 10 key, practical across-the-board points in their application.

  Several authors

• The portuguese economic and food safety authority (ASAE) increases traders’ duties and obligations regarding money laundering and terrorist financing prevention

  6 February 2023

  New ASAE Regulation No. 1191/2022 - amends its previous regulation by expanding and augmenting the general and specific duties to prevent and combat money laundering and terrorist financing (“MLTF”) falling on, amongst others, Traders (“New ASAE Regulation”) provided for under Act no. 83/2017 of 18 August (“AML PT Act”).

  Susana Morgado

• Whistle-blowing

  9 June 2022

  This paper refers to Act No. 93/2021 of 20 December, approving the general rules for the protection of whistle-blowers and transposing Directive (EU) 2019/1937 of the European Parliament and of the Council, imposing a set of obligations on the entities covered by its scope of application.

• Practical guide for the analysis of Decree-law no. 109-e/2021 of 9 December

  12 April 2022

  On 7 June, Decree-Law No 109-E/2021 of 9 December, introducing into the Portuguese legal system a new package of legislative measures to prevent and combat corruption and related infractions, comes into force. Below follows a practical guide answering FAQ on the obligations imposed by the General Regime for the Prevention of Corruption and its implications.

• Administrative control of cryptoasset advertising: CNMV Circular 1/2022

  2 February 2022

  In the rules instrument Circular 1/2022, the Spanish Securities Market Authority regulates the advertising of cryptoassets as the subject matter of investment and makes mass commercial advertising campaigns subject to the prior notification system.

  Reyes Palá Laguna

• Is a reduction in the remuneration of directors of companies in crisis mandatory?

  29 September 2021

  This paper defends the obligation to reduce the remuneration of directors performing executive functions in the context of reorganisations aimed at ensuring corporate viability in a context of crisis. This obligation would derive from the principle of adequate remuneration and from the duties of care and loyalty of directors.

  Fernando Marín de la Bárcena

• New developments in the Spanish Tax Regime for Foreign-Securities Holding Companies (ETVE Regime)

  20 April 2021

  Analysis of the rules governing foreign-securities holding companies or ETVEs, following the amendments introduced by the 2021 Spanish Government Budget Act.

  Mariana Díaz-Moro