Insolvency Proceeding versus Company Liquidation
In times of crisis, companies may find themselves in a legal cause for dissolution. In this article, we analyse when they should initiate a bankruptcy proceeding and when they should opt for the dissolution and liquidation of the company.
Changes in the Deadlines for the Preparation and Approval of Annual Accounts
At the end of the fiscal year, the administrators of the company are responsible for preparing the annual accounts, convene an ordinary general meeting to approve them and deposit the accounts at the Commercial Registry.
Legal Framekwork of the SOCIMI in Spain
In order to boost the real estate market in Spain, the figure of the SOCIMI (real estate investment company) emerged in 2009. These are listed companies that principally carry out the acquisition, promotion, and restoration of leasehold urban assets.
Negligent Bankruptcy in Spain and the Liability of the Parent Company
During the insolvency proceeding, the so-called ‘Sixth Section’, if opened, will determine whether or not the bankruptcy is negligent, as well as the liability of the company directors. We analyse if it is possible to attribute this liability to the parent company.
Changes for shareholders after the amendment of the Corporate Enterprises Act
On 24th May 2019 was published the draft law amending the Corporate Enterprises Act and other financial rules in Spain. Its objective is to adapt them to the European legislation (Directive (EU) 2017/828) in terms of promoting the long-term involvement of shareholders in listed companies.
Look-through chart regarding temporary layoff procedures in Spain or ERTE
Force Majeure ERTE are regulated in arts. 47.3 and 51.7 ET, art. 31 and ff of Royal Decree 1483/2012 and arts. 22 and 24 to 28 of Royal Decree Law 8/020. ERTE for objective causes linked to COVID-19 are regulated in art. 47 ET, arts. 16 and ff of Royal Decree 1483/2012 and arts.23 and 25 to 28 of Royal Decree-Law 8/2020.
MAC or Material Adverse Change Clauses
With widespread application in M&A transactions, MAC clauses are a very useful instrument since, as a rule, they allow the buyer to withdraw from a transaction in case of significant adverse changes that discourage the economic aim of the contract.
Royal Decree-Law 18/2020 of 12 May on social measures in defence of employment
Information note on Royal Decree-Law 18/2020 (RDL 18/2020) of 12 May, on social measures in defence of employment, which introduces modifications to employment regulation records.
The termination of contracts with reciprocal obligations in bankruptcy proceedings
Articles 61 and following of Law 22/2003 provide for the effects of the termination of contracts in the context of bankruptcy proceedings in Spain. The law grants different mechanisms to the parties to guarantee the survival of the bankrupt company and the right of debt recovery of its creditors.
Force Majeure and Rebus Sic Stantibus Clauses in the context of the COVID-19 Crisis
Force majeure and rebus sic stantibus clauses are particularly relevant in the context of the COVID-19 health crisis. These legal instruments allow for a modification of the terms of contracts in extraordinary and unpredictable circumstances such as at present.
