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«DRAG ALONG» CLAUSES – DO THEY MEAN AN ENHANCED MAJORITY OR UNANIMITY?

I. Introduction In this article, we shall provide a general  outline of the recent Resolution of the General Directorate of Registers and Notaries (Dirección General de Registro y Notariado – DGRN) of 4th December 2017, regarding the statutory modification of the company share transfer system for limited liability companies, in the context of establishing drag along rights. II. Drag along rights.…

PROFESSIONAL COMPANIES ¿WHEN AND WHY?

Professional companies (PC) are those companies whose corporate object is the common exercise of professional activities, understood to be those whose performance requires an official university qualification, or a professional qualification, and for the pursuit of which an official university qualification is necessary as well as registration with the corresponding professional association (as is the case of engineers, doctors, architects,…

EFFECTS ON EMPLOYMENT ARISING FROM A BUSINESS SUCCESSION

In accordance with article 44.3 of the Workers’ Statute (Estatuto de los Trabajadores – ET) the transfer of a production unit is considered to be a business succession, and consequently the assignor, as well as the assignee shall be jointly and severally liable, during a period of three years, for unfulfilled employment obligations arising before said transfer (they shall also…

THE INTERNAL MARKET. DEVELOPMENTS IN THE INTERCONNECTION OF COMPANY REGISTRIES AND COMMERCIAL INFORMATION IN THE EUROPEAN UNION (2/2)

As we already anticipated in our article of March 10, 2017, The BUSINESS REGISTERS INTERCONNECTION SYSTEM (Hereinafter referred to as “BRIS”) will be brought into operation in June 2017. The purpose of BRIS is to allow the publication of the data and documents of the commercial registers, as well as the electronic communication between the registries of different States for the…

THE INTERNATIONAL CHAMBER OF COMMERCE (ICC) – NEW EXPIDITED ARBITRATION PROCEDURE

  1. Introduction: new expedited arbitration procedure under the Rules of Arbitration of the ICC https://cdn.iccwbo.org/content/uploads/sites/3/2017/01/ICC-2017-Arbitration-and-2014-Mediation-Rules-English-version.pdf A new version of the Rules of Arbitration of the ICC 2012 entered into force on 1st March 2017, which are directly applicable to all arbitration agreements concluded after said date. The most relevant amendments of the Rules following this express reform include the…