Chain of transfer contracts relating to contaminated land

27 March 2024

Contract law is not subject to environmental law.

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.

Surety guaranteeing payment of a percentage of the purchase price: not as good as it seems

7 March 2024

A common hypothetical case of suretyships, the seller is, no doubt, unaware of the drawbacks.

Rules governing financial advisory firm membership of the Investment Guarantee Fund and other amendments thereto

22 January 2024

RD 1180/2023, of 27 December, amends RD 948/2001 on investor compensation schemes to include financial advisory firms as contributors to FOGAIN and to reduce the fixed annual amounts of IF contributions to the fund.

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.

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.

Proposal for a Council Directive on Faster and Safer Relief of Excess Withholding Taxes

19 July 2023

Analysis of the most salient aspects of the proposed FASTER Directive, aimed at improving the procedures for levying and refunding withholding taxes on foreign-source dividends and interest.

Shareholder oppression and order to make dividend payouts (Supreme Court Judgment of 11 January 2023)

26 June 2023

This paper analyses the recent ruling of the Supreme Court, of 11 January 2023, ordering a company to pay out dividends in the context of shareholder oppression.

Secured creditor and guarantor as competing creditors in a pre-insolvency restructuring plan (arts. 616(3), 628(2), 652(1) TRLC/2022)

13 December 2022

Analysis of three inadequate provisions of the new Insolvency Act.

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

Contract or pre-contract agreement for the appointment of an obligee as CEO of a listed company

26 September 2022

On the validity of a pre-contract agreement for the appointment of a director of a listed subsidiary.

Changes introduced by Royal Decree 1183/2020 on access and connection to the electric power transmission and distribution grids (III). Special conditions for plant hybridisation

1 February 2021

RD 1183/2020 regulates special conditions for obtaining access and connection permits for the hybridisation of facilities and regulates its remuneration scheme in order to promote the implementation of renewable energy and minimise economic and environmental costs.

Winding up of a company. “Automatic” redundancy of staff?

18 December 2020

When the company is wound up, the immediate employment consequence should be the termination of employment contracts. Employment law refers to the procedure for collective redundancies for that purpose, but it is questioned whether, together with the procedure, grounds should also be required to justify such a business decision.

Legal framework for financial sandboxes: Act 7/2020 of 13 November

20 November 2020

Corporate insolvency exempts from the post-ERTE employment commitment

10 July 2020