Post by account_disabled on Mar 9, 2024 0:46:16 GMT -5
Last Tuesday, November 7, it was celebrated in Fide la second session of the cycle dedicated to the new regime of structural modifications of commercial companies. This time the focus was placed on the special aspects of this type of operations, with express references to transformation, merger and spin-off, since the main common aspects were treated in the session from September 26. The speakers were Pedro Fernandez Martin, Mergers and Acquisitions Partner at Pérez-Llorca, Monica Fuentes Naharro, Professor of Commercial Law at the Complutense University of Madrid, and Enrique Pinel Lopez, Permanent Member of the General Codification Commission, assigned to the Commercial Section and Vice President of the Financial Law Section of the Academy of Jurisprudence. He moderated Jesus Quijano González, Permanent Member of the Commercial Law Section of the General Codification Commission and Academic Advisor of Fide. As indicated in the summary from the previous session, the changes introduced by the Royal Decree-Law of June 28, 2023 (hereinafter, “New LME”) have been extensive, not only due to the strict transposition of Directive (EU) 2019/2121, but also due to the novelties induced in the internal regulations, as shown by the fact that has been repealed Law.
Digital To begin, the speakers pointed out that The norm has modified the figure of international transfer of residence, in the sense of considering it a transformation with a change in applicable law. The new regime gives a lot of importance to prior certification, as deduced from art. 90 New LME, which establishes that the Registrar must control the legality of the operation and verify compliance with the necessary requirements. However, there are some additions that could be problematic: A certificate must be provided proving that you are up to date with tax and labor obligations. This has sparked enormous controversy, which will develop later. Information is requested on the existence of subsidiaries and their geographical location, which has little relation to the transformation operation itself. In cross-border transformations, now Subsidies or incentives received in the last five years must be included, according USA Phone Number to art. 98 New LME. This, again, appears to be uncorrelated with a transformation. Perhaps it would be reasonable to follow the covenants that have been established and compensate the corresponding. The art. 90 New LME grants the Commercial Registrar a period of three months to rule on the prior certificate, which seems excessive and could delay the operation, especially considering that art.
Of the norm allows the deadline to be extended by three more months if the Registrar has well-founded suspicions that the operation has a criminal purpose or of evading Spanish or Union law. Strict sensu, all transformations due to changes in applicable law are intended to “circumvent” Spanish law, so they must be interpreted broadly. Regarding the independent expert report, art. 22 New LME requires it when the company is transformed into a public limited company or limited by shares, although it must be understood that it applies exclusively to casos in which said report is necessary. In international transformations, it is required when Spain is the receiving State, in contrast to what was provided in the Draft Law, which required an independent expert report when Spain was the State of origin in any extra-European structural modification. Fusion Beyond the novelties that belong to the common provisions and that have already been discussed, the speakers commented on the main problems derived from the certificate that confirms that the company is.
Digital To begin, the speakers pointed out that The norm has modified the figure of international transfer of residence, in the sense of considering it a transformation with a change in applicable law. The new regime gives a lot of importance to prior certification, as deduced from art. 90 New LME, which establishes that the Registrar must control the legality of the operation and verify compliance with the necessary requirements. However, there are some additions that could be problematic: A certificate must be provided proving that you are up to date with tax and labor obligations. This has sparked enormous controversy, which will develop later. Information is requested on the existence of subsidiaries and their geographical location, which has little relation to the transformation operation itself. In cross-border transformations, now Subsidies or incentives received in the last five years must be included, according USA Phone Number to art. 98 New LME. This, again, appears to be uncorrelated with a transformation. Perhaps it would be reasonable to follow the covenants that have been established and compensate the corresponding. The art. 90 New LME grants the Commercial Registrar a period of three months to rule on the prior certificate, which seems excessive and could delay the operation, especially considering that art.
Of the norm allows the deadline to be extended by three more months if the Registrar has well-founded suspicions that the operation has a criminal purpose or of evading Spanish or Union law. Strict sensu, all transformations due to changes in applicable law are intended to “circumvent” Spanish law, so they must be interpreted broadly. Regarding the independent expert report, art. 22 New LME requires it when the company is transformed into a public limited company or limited by shares, although it must be understood that it applies exclusively to casos in which said report is necessary. In international transformations, it is required when Spain is the receiving State, in contrast to what was provided in the Draft Law, which required an independent expert report when Spain was the State of origin in any extra-European structural modification. Fusion Beyond the novelties that belong to the common provisions and that have already been discussed, the speakers commented on the main problems derived from the certificate that confirms that the company is.