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THE APPOINTMENT OF A BOARD MEMBER OF A JOINT STOCK COMPANY BY WAY OF COOPTATION IN ORDER TO FILL A VACANT POSITION.

The resolution dated 8th February 2017 from the Directorate General of Registers and Public Notaries (Dirección General de los Registros y del Notariado – “DGRN”), expressed the criterion for deciding whether or not to allow the appointment of a member of the board of directors of a company by way of cooptation. In said resolution, the DGRN mentioned that the…

DATA PROTECTION. CHANGES FOR 2018.

  I. Introduction The EU Regulation 2016/679 of the European Parliament and Council of 27th April 2016, entered into force on 25th May 2016. Said Regulation deals with the protection of individuals regarding the processing of personal data and the free movement of such data (hereinafter referred to as the “European Regulation on Data Protection”), the fulfilment of which shall…

LIMITATIONS ON THE RIGHT TO BE FORGOTTEN AT THE COMMERCIAL REGISTRY

In a recent judgment of 9th March 2017, the Court of Justice of the European Union (“CJEU”), Case C- 398/15 has decided that except in certain exceptional cases, “the right to be forgotten” is not applicable in relation to the personal data of entrepreneurs who are registered with the Commercial Registry. Regarding the case in question, Mr. M. the administrator…

THE INTERNAL MARKET. DEVELOPMENTS IN THE INTERCONNECTION OF COMPANY REGISTRIES AND COMMERCIAL INFORMATION IN THE EUROPEAN UNION

The European single market constitutes an enormous space for trade and financial opportunities for companies and individuals, which is becoming ever more important and therefore, national companies are in search of opportunities beyond its borders. An example of this are cross-border Mergers and Acquisitions (M&A), which aim to increase turnover by way of the incorporation of companies who have their…

BREACH OF OBLIGATIONS. JUDICIAL RESTRAINT REGARDING PENALTY CLAUSES.

With regard to obligations with penalty clauses, the penalty substitutes compensation for damages and the payment of interest in cases of breach, in the absence of an alternative agreement. Thus, article 1154 of the Civil Code should be taken into account, which establishes that: “The Judge shall equitably modify the penalty where the principal obligation should have been performed partially…