The Supreme Court confirmed the lower-court judgments that had rescinded the payments made to the managing director through remuneration, as the bylaw requisite to create the right to receive it had not been met, as well as payments made to shareholders through dividends, differentiating between the resolution of the meeting to distribute dividends and the payment of these dividends.

A composition agreement was approved involving the merger of some of group’s companies and with different alternatives, one of which is specifically designed for financial institutions, but open to all creditors, proposing a partial capitalization of the insolvency credits and the payment of the resulting credits through the realization of certain assets and the free cash flow generated by the company in the coming eight years.

First decisions on the court-sanction of refinancing agreements and extension of effects to dissenting entities under the new text of the Fourth Additional Provision, and analysis of the concept of disproportionate sacrifice when there is opposition to the agreement

On October 1, 2014, the Official Gazette of the Spanish State (“BOE”) published Act 17/2014, on urgent measures for refinancing and restructuring corporate debt (“Act 17/2014”).  This  act  arises  from  Royal  Decree-Law  4/2014,  of March 7³ (“Royal Decree-Law 4/2014”), which was approved by the Spanish Congress of Deputies and subsequently processed as a draft bill through the urgent procedure.

When an composition agreement is terminated due to  non-fulfillment and the disappearance is declared of its effects over the credits, the affected credits will be recognized for their original amount, and the definitive texts will include the fraction pending of payment, even if the resulting amount after applying the debt relief agreed has been paid in full

Royal Decree-Law 11/2014, of September 5, on urgent measures in insolvency matters, introduces important reforms into the Insolvency Act regarding composition agreements and insolvency liquidation to facilitate the continuity of financially viable companies.

Any restitution and compensation agreed by the judge when the  swap agreement is terminate

The remaining credit after the cancelation of its guarantee through an assignment in lieu of payment (dación en pago) in favor of a creditor with a lower-ranking guarantee is an ordinary credit and cannot be subject to a new classification

The insolvency administration is authorized to sell the production unit of the insolvent company Antibióticos, S.A.U. to Black Toro Capital S.A.R.L.

The Madrid Senior Commercial Judges have published the conclusions of the meetings held on November 7 and 21 on the unification of applicable criteria of the reforms of the Insolvency Act enacted by Royal Decree-Law 11/2014¹⁵ and Act 17/2014.¹⁶