Madrid Commercial Court No. 6 order of October 7, 2013: acquirer of a production unit subrogated in employment liabilities because the shareholders and directors had established the company specifically to acquire the insolvent company ("Marco Aldany Case")
The court did not rule out liability for employment obligations because the partners - directors of the insolvent company wished to acquire the production unit through a company created specifically to acquire it.
A credit institution that is the indirect owner of an insolvent company’s share capital is not a person closely related to the insolvent company, unless it uses an intermediary to avoid that status.
In 2011, the Spanish legislator introduced the court-sanctioned refinancing agreement (‘Spanish Scheme’) in the Spanish insolvency system. While the introduction of the Spanish Scheme has been praised for providing new tools for debtors to reorganise out-of-court while addressing the collective action problem, certain of its provisions have made this instrument too rigid and, thus, ineffective for tackling Spanish restructurings.
If severe losses and insolvency occur, the directors’ duty to seek wind -up no longer applies if the company files for insolvency and is declared insolvent. While the composition is being carried out, the duty to seek wind-up and the directors’ resulting liability will not arise.
This ruling clarifies the role of the directors’ corporate duties in the event that legal grounds can be attributed to the company for wind-up due to losses, and the obligation to file for insolvency if the company becomes insolvent.
The ruling called for rescission of previously agreed valuations to divide a company’s assets into two portions in a process for total spin-off in favour of two pre-existing companies. One of the beneficiaries was ordered to refund the other beneficiary company (undergoing insolvency proceedings) the excess valuation the former h ad received during the total spin-off.
En aplicación del art. 6.3 Cc, se declaran nulas prendas sobre acciones otorgadas por una sociedad en garantía de préstamos para adquirir acciones de la propia sociedad porque vulneran la prohibición de asistencia financiera. No existe obligación de restitución porque la prenda fue concedida con carácter unilateral y gratuito.
The rapid spread of coronavirus disease 2019 (Covid-19) is a public health challenge that has affected more than 200,000 individuals globally. We are finding from our clients that many business continuity plans are not robust enough to help businesses manage the growing and evolving global nature of the outbreak and its potential disruption, both in the short and long terms.
As a consequence of the current situation of economic crisis and the sudden braking in construction, we observe that every day we are finding ourselves with fresh news of negotiations with financial institutions, and applications for declarations of bankruptcy from creditors.
What do I need to know as the member of a Swiss board of directors in times of the coronavirus?
The spread of the coronavirus (SARS-CoV-2) is causing turnovers to crash and is plunging the Swiss economy into an unprecedented crisis. If the board of directors fails to respond to this crisis, its members risk becoming liable.
Here you will find the answers to the six most important questions regarding a Swiss board member's duties in the wake of the corona crisis:
