We present the conclusions of the Working Group of Fide on Company Law due to the state of alarm

"The conclusions were published on April 27, 2020."

Without losing sight of the group's work carried out throughout the course, the Corporate Law Working Group met in two extraordinary sessions throughout the month of April to discuss corporate matters that may be involved. being affected by the current pandemic situation and by the regulation that arose as a result of the declaration of a state of alarm.

In the first of them, the debate focused on the suspension of procedural deadlines and how the 2nd DA, par. 1 of RD 463/2020; as well as the possible consequences of a literal or broad interpretation of article 40.12 of RDL 8/2020 in the wording given by RDL 11/2020. 

In the second session, the problems generated by the functioning of the organs of capital companies during the state of alarm and some aspects related to accounting obligations were analyzed.

As a result of these sessions, the group has reached some conclusions in which, on the one hand, certain doubts about the interpretation of some of the regulations that have arisen under the state of alarm legislation are dispelled, and on the other, it is requested to clarify some others, whose interpretation could lead to very different consequences, caso to be broad or stricto sensu.

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Members of the Working Group

1. Maria Angeles Alcala Diaz Professor of Commercial Law. Of Counsel of Ramón y Cajal Abogados.
2. Sigismund Alvarez Royo-Villanova, Notary.
3. Jose Maria Blanco Saralegui, Magistrate of the Technical Cabinet of the Supreme Court, Civil area.
4. Immaculate Castelló Bernabéu, Partner of the Mercantile Department Pinsent Masons Spain.
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 Fernandez-Tresguerres, Notary Public of Madrid. Lawyer DG Legal Security and Public Faith. Academic of Number of the RAJYLE.
7. Javier García of Enterría, Professor of Commercial Law. Managing partner of the Corporate / M & A practice at Clifford Chance's Spanish offices.
8. Francisco Garcimartin Alferez, Professor of Private International Law at the Autonomous University of Madrid. Linklaters Consultant.
9. Mar Hernandez Rodriguez, (GTDS coordinator), Magistrate of the 4th Section of the Provincial Court of Cantabria.
10. Javier Illescas Fernandez-Bermejo, Director of Corporate Legal Counseling at Banco Santander.
11. Jose Maria Muñoz Paredes, (GTDS coordinator), Lawyer, Partner of J&A Garrigues. Professor of Commercial Law.
12. Candido Paz-Ares, Lawyer, Partner of Uría Menéndez. Professor of Commercial Law, Autonomous University of Madrid.
13. Juan Ignacio Peinado Grace, Lawyer. Of Counsel at J&A Garrigues SLP Professor of Commercial Law.
14. Francisco Perez-Crespo Paya, Partner of the Corporate department of Cuatrecasas de Madrid.
15. Augusto Pinel, Partner at Gómez-Acebo & Pombo Abogados. Professor of Commercial Law at the University Center for Financial Studies (CUNEF).
16. Jesus Quijano, Permanent Member of the Commercial Law Section, General Codification Commission. Professor of Commercial Law, University of Valladolid. Allen & Overy academic advisor.
17. Yolanda Rios, Magistrate-Judge of the Commercial Court No. 1 of Barcelona.
18. Inigo Villoria, Lawyer. Partner at Clifford Chance, Litigation and Arbitration Department. Head of the Bankruptcy Area.

 All the professionals who have participated in this working group of Fide, they have done in a personal capacity and not on behalf of the institutions, professional offices, universities, companies, or Ministries, where they carry out their professional work, so these conclusions do not reflect and do not include institutional positions, but particular ones of each of the members of the group. The following are conclusions drawn from the contributions and interventions of all the participants in the Group, which although logically do not represent the unanimous opinion of all, notably on the root causes of some of the current problems and their solutions, they do reflect the issues on which the debate and collective reflection have focused.

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