Post by account_disabled on Mar 15, 2024 22:38:20 GMT -5
The occasion of the beginning of the new academic year and with the help of community professionals Fide, We analyze the main challenges that concern the legal, business, academic and institutional world today. Today we meet with Jose Maria Roji, partner of the Commercial Department of CMS Albíñana & Suárez de Lezo and Academic Advisor, who analyzes the most important points in the area of company law and provides the following five key points: 1.- New complete regime of structural modifications of commercial companies With the publication of RDL 5/2023, transposing Directive with regard to intra-Community cross-border transformations, mergers and divisions, the Law on Structural Modifications is repealed, establishing a new regulation for both internal and the cross-border ones. The regulatory instrument has prevented debate, reflection and improvement of a novel standard in terms of structure and content. Since it is already in force, the challenge of its proper interpretation and application will have to be faced.
Sustainability and ESG Directive Adapting to the requirements of ESG regulations and policies constitutes one of the main challenges faced by companies and, in particular, their management bodies. The Due Diligence Directive, which aims to ensure that companies operating in the internal market take measures to identify, prevent, mitigate, eliminate and remedy the adverse human rights and environmental effects of their own activities, those of its subsidiaries or those of its value chains, will constitute a new and important milestone in this process. 3.- Proposal for a Directive on plural voting The proportionality between votes and BYB Directory participation in the capital (one share, one vote) is not a configuring principle of capital companies, as demonstrated by shares and participations without voting, participations with multiple voting or double voting for loyalty. In 2022, the European Commission released a Proposal for a Directive to recognize plural voting structures, at least, in companies listed in emerging markets. The objective is that all European companies can compete under equivalent conditions, facilitating their access to financing through the markets, without their founders running the risk of losing control.
Restructuring plans The recent bankruptcy regulations on restructuring plans imply in practice a certain displacement of company law. These plans may affect the capital structure of the company and the rights of the partners. The balanced harmonization of the interests of the partners, the avoidance of conduct on their part that to the detriment of creditors and the survival of the company makes the operation of this pre-bankruptcy tool difficult., but without unjustifiably reducing their rights, represents a new challenge that lawyers, bankruptcy administrators and commercial judges face and will face. 5.- Partner agreements The legal issues related to shareholders' agreements, particularly their effectiveness, constitute a classic subject of our company law. Our perception is that its proliferation and that of corporate conflicts will lead to an increase in jurisprudence on the matter with the very probable revision of some of the aspects treated to date., which will force us to rethink these useful and widespread instruments from academia and practice. We will analyze and debate all of these challenges in open sessions of Fide. We continue to study the main challenges in this and many other relevant areas. You can find them all on our website. We encourage you to share this information and continue.
Sustainability and ESG Directive Adapting to the requirements of ESG regulations and policies constitutes one of the main challenges faced by companies and, in particular, their management bodies. The Due Diligence Directive, which aims to ensure that companies operating in the internal market take measures to identify, prevent, mitigate, eliminate and remedy the adverse human rights and environmental effects of their own activities, those of its subsidiaries or those of its value chains, will constitute a new and important milestone in this process. 3.- Proposal for a Directive on plural voting The proportionality between votes and BYB Directory participation in the capital (one share, one vote) is not a configuring principle of capital companies, as demonstrated by shares and participations without voting, participations with multiple voting or double voting for loyalty. In 2022, the European Commission released a Proposal for a Directive to recognize plural voting structures, at least, in companies listed in emerging markets. The objective is that all European companies can compete under equivalent conditions, facilitating their access to financing through the markets, without their founders running the risk of losing control.
Restructuring plans The recent bankruptcy regulations on restructuring plans imply in practice a certain displacement of company law. These plans may affect the capital structure of the company and the rights of the partners. The balanced harmonization of the interests of the partners, the avoidance of conduct on their part that to the detriment of creditors and the survival of the company makes the operation of this pre-bankruptcy tool difficult., but without unjustifiably reducing their rights, represents a new challenge that lawyers, bankruptcy administrators and commercial judges face and will face. 5.- Partner agreements The legal issues related to shareholders' agreements, particularly their effectiveness, constitute a classic subject of our company law. Our perception is that its proliferation and that of corporate conflicts will lead to an increase in jurisprudence on the matter with the very probable revision of some of the aspects treated to date., which will force us to rethink these useful and widespread instruments from academia and practice. We will analyze and debate all of these challenges in open sessions of Fide. We continue to study the main challenges in this and many other relevant areas. You can find them all on our website. We encourage you to share this information and continue.