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Workgroup

Corporate Law

Why?

The objective of the research group has been to carry out an in-depth study of the legislation of capital companies to identify the interpretive problems that continue to arise, highlight those resolved and propose, if possible, conclusions on possible legal reforms that improve the applicable legal regime .

Analysis areas

Configuration of Company Law

Types of capital companies and regulatory principles

Relations between partners, minority partners and the general meeting

Publications

Company Law III

Conclusion document Corporate Law Working Group Stage III

Conclusions Document.

Published in July 2021

The general objective of this third stage of the working group continues to be the analysis of the legislation of capital companies, in order to identify the interpretive problems that may arise, and propose, when possible, the corresponding legislative reforms to improve the legal regime applicable.

However, during this course, legislative developments have emerged that have required the analysis of the Group's experts, such as changes in the Consolidated Text of the Bankruptcy Law, the new regime of capital increases and convertible companies, or the transposition of European directive on long-term involvement of shareholders of listed companies.

They have been analyzed:

  • Bankruptcy law news
  • Some questions about the regime of shares and participations.
  • New regime for capital increases and convertible companies
  • Refinancing agreements
  • Right of separation
  • The position of the de facto administrator
  • Duty of loyalty and conflicts of interest.
  • Transposition of the directive on the promotion of long-term involvement of shareholders in listed companies in law 5/2021

Have participated in this working group: 

  • Mª Ángeles Alcalá
  • Jesus Almoguera
  • Sigismund Alvarez
  • Jose Maria Blanco
  • Immaculate Castelló
  • Amanda cohen
  • Ana Fernández-Tresguerres
  • Javier García of Enterría
  • Francisco Garcimartín
  • Ivan Heredia
  • Mar Hernandez Rodriguez
  • Javier Illescas
  • Jose Mª Muñoz Paredes
  • Candido Paz-Ares
  • Juan Ignacio Peinado
  • Francisco Perez Crespo
  • Ignacio Pinilla
  • Augusto Piñel
  • Jesus Quijano
  • Yolanda Rios
  • Rafael Suarez de Lezo
  • Adrian Thery
  • Íñigo Villoria

Fide thanks Mª del Mar Hernández Rodríguez, and Jesús Quijano González, for the co-direction work carried out, as well as for having incorporated all the contributions of each one of the members of the working group for the preparation of the conclusions document.

All the people who have participated in this Fide working group have done so in a personal capacity and not on behalf of the entities, offices, Universities or companies, where they carry out their professional work, so these conclusions do not reflect and They do not collect institutional but specific positions of each one of the members of the group.

Eco in Press:

  • FIDE presents the conclusions document of the Lawyerpress Corporate Law Group, 22/06/2021 Read News

Company Law II

Conclusions document Corporate Law working group on the occasion of the state of alarm

Conclusions Document.

Posted on April 27, 2020.

Within the Working Group on Company Law, established in June 2017, two extraordinary sessions have been held online in order to hold a debate on the aspects of the matter that could be affected by the current pandemic situation and the regulation that arose as a result of the declaration of a state of alarm; as well as to propose ideas, alternatives and possible solutions for those innumerable ongoing legal relationships that are going to be affected by the complex economic and legal situation that accompanies the health crisis, ensuring that the Law abandons its characteristic reactive function, to anticipate events and guarantee social cohesion, the revitalization of the economy, and, ultimately, legal security.

Have participated in this working group: 

1. María Ángeles Alcalá Díaz, Professor of Commercial Law. Of Counsel of Ramón y Cajal Abogados.
2. Segismundo Álvarez Royo-Villanova, Notary Public.
3. José María Blanco Saralegui, Magistrate of the Technical Office of the Supreme Court, Civil area.
4. Inmaculada Castelló Bernabéu, Partner of the Pinsent Masons Spain Mercantile Department.
5. Amanda Cohen, Commercial Specialist Magistrate, First Provincial Court Section of Córdoba. Advisor to the Secretary of State for Justice, Ministry of Justice.
6. Ana Fernández-Tresguerres, Notary Public of Madrid. Legal Secretary DG Legal Security and Public Faith. Academic of Number of the RAJYLE.
7. Javier García de Enterría, Professor of Commercial Law. Managing partner of the Corporate / M & A practice at Clifford Chance's Spanish offices.
8. Francisco Garcimartín Alférez, Professor of Private International Law at the Autonomous University of Madrid. Linklaters Consultant.
9. Mar Hernández Rodríguez, (GTDS coordinator), Magistrate of the 4th Section of the Provincial Court of Cantabria.
10. Javier Illescas Fernández-Bermejo, Director of the Corporate Legal Department of Banco Santander.
11. José María Muñoz Paredes, (GTDS coordinator), Lawyer, Partner of J&A Garrigues. Professor of Commercial Law.
12. Cándido Paz-Ares, Lawyer, Partner of Uría Menéndez. Professor of Commercial Law, Autonomous University of Madrid.
13. Juan Ignacio Peinado Gracia, Lawyer. Of Counsel at J&A Garrigues SLP Professor of Commercial Law.
14. Francisco Pérez-Crespo Payá, Partner of the Corporate department of Cuatrecasas de Madrid.
15. Augusto Piñel, Partner at Gómez-Acebo & Pombo Abogados. Professor of Commercial Law at the University Center for Financial Studies (CUNEF).
16. Jesús Quijano, Permanent Member of the Commercial Law Section, General Codification Commission. Professor of Commercial Law, University of Valladolid. Allen & Overy academic advisor.
17. Yolanda Ríos, Magistrate-Judge of the Commercial Court No. 1 of Barcelona.
18. Íñigo Villoria, Lawyer. Partner at Clifford Chance, Litigation and Arbitration Department. Head of the Bankruptcy Area.

 

All the people who have participated in this Fide working group have done so in a personal capacity and not on behalf of the entities, offices, Universities or companies, where they carry out their professional work, so these conclusions do not reflect and They do not collect institutional but specific positions of each one of the members of the group.

Company Law I

FINAL REPORT SESSIONS WORKING GROUP CORPORATE LAW

Conclusions Document.

Published in February 2019.

  • Configuration of Company Law
  • Types of capital companies and regulatory principles  
  • Relations between partners, minority partners and the general meeting
  • Capital and solvency
  • Administrators: duties and responsibilities

Have participated in this working group: 

1. Jesús Almoguera, Lawyer at J. Almoguera Abogados. Member of the Academic Council of Fide
2. Segismundo Álvarez Royo-Villanova, Notary
3. José María Blanco Saralegui, Magistrate of the Technical Office of the Supreme Court, Civil area
4. Inmaculada Castelló Bernabeu, Partner of the Mercantile Department Pinsent Masons Spain
5. Javier García de Enterría, Professor of Commercial Law. Managing partner of the Corporate / M & A practice of Clifford Chance's Spanish offices
6. Francisco Garcimartín Alférez, Professor of Private International Law at the Autonomous University of Madrid. Linklaters Consultant. Member of the Academic Council of Fide
7. Rafael Gil Nievas, State Attorney on leave of absence
8. Iván Heredia Cervantes, Professor of Private International Law at the Autonomous University of Madrid and Associate at Garrigues of the Departments of Restructuring and Insolvency and Litigation and Arbitration
9. Mª del Mar Hernández Rodríguez, (GTDS coordinator), Magistrate of the 4th Section of the Provincial Court of Cantabria
10. Javier Illescas Fernández-Bermejo, Director Corporate Legal Counsel of Banco Santander
11. Pablo Olivera Massó, Secretary General and of the Board of ALEATICA
12. Cándido Paz-Ares, Lawyer, Partner of Uría Menéndez. Professor of Commercial Law, Autonomous University of Madrid. Member of the Academic Council of Fide
13. Francisco Pérez-Crespo Payá, Partner of the Corporate department of Cuatrecasas de Madrid
14. Ignacio Pinilla Rodríguez, Secretary General and Secretary of the Board of Directors of Cepsa
15. Augusto Piñel Rubio, Lawyer, Partner of the Corporate department of Gómez-Acebo & Pombo. Professor of Commercial Law at CUNEF
16. Jesús Quijano González, (GTDS coordinator), Professor of Commercial Law at the University of Valladolid; Permanent member of the General Codification Commission; Allen & Overy Academic Counselor; Member of the Academic Council of Fide
17. Rafael Suárez de Lezo, Partner of CMS-Albiñana & Suárez de Lezo
18. Adrián Thery Martí, Partner at Garrigues
19. Íñigo Villoria Rivera, Lawyer. Partner at Clifford Chance, Litigation and Arbitration Department. Head of the Bankruptcy Area

 

All the people who have participated in this Fide working group have done so in a personal capacity and not on behalf of the entities, offices, Universities or companies, where they carry out their professional work, so these conclusions do not reflect and They do not collect institutional but specific positions of each one of the members of the group.

Other publications of interest

Session summary: New regime of capital increases and convertible companies.

Read >>>

Group Directors

Mª del Mar Hernández Rodríguez

Magistrate of the 4th Section of the Provincial Court of Cantabria.

Jose Maria Muñoz Paredes

Lawyer. Partner of J&A Garrigues. Professor of Commercial Law, University of Oviedo.
Academic coordination: Silvia Organista

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