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Liability for transfer of undertaking

Liability for transfer of undertaking in insolvency proceedings

We analyze the numerous judgements of the High Court regarding the existence or not of transfer of undertaking when a company acquires a productive unit of another company in the liquidation phase of the insolvency proceedings.

Express insolvency proceedings in Spain

Express Insolvency Proceedings: an alternative for companies without assets

In Spain, the Insolvency Law provides for the processing of express insolvency proceedings for those companies with no assets nor properties (or that are of a residual nature), with the corresponding savings in time and costs that ordinary insolvency proceedings would normally entail.

Insolvency proceeding or company liquidation?

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.

Negligent bankruptcy and the liability of the parent company

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.

Amendment of the Corporate Enterprises Act

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.

MAC (“material adverse change”) clauses

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.

The termination of contracts with reciprocal obligations

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

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.

How to apply for bankruptcy proceedings

How to apply for bankruptcy proceedings in Spain

Royal Decree-Law 8/2020 introduces changes to the deadlines for applying for bankruptcy proceedings in Spain, whether voluntary or necessary. It also empowers the judges to reject applications, up to two months after the end of the state of alarm.

Company director versus senior manager

Company Representation in Spain: Company Director or Senior Manager?

Although the duties of company directors and senior managers may overlap, their rights and obligations to the company differ considerably. While the former is subject to commercial legislation, the latter is subject to labour law.