Post by account_disabled on Mar 8, 2024 23:49:21 GMT -5
That imposes the joint liability of all companies benefiting from undue debts and arising before the publication of the split project. That is, if a Spanish company is split in favor of a German company, the protection of the creditors of the Spanish company is supported by art. 70 New LME, being able to demand liability from the German company up to the amount of its net assets. However, this would not happen the other way around: the degree of protection of the German company's creditors would depend on its law. Once the most general issues were addressed, the speaker developed some particular aspects. First, the report of the administrative body in cross-border operations, regulated in art. 5 New LME, is similar to that which must be prepared in the internal ones, with the exception that the making available of the report must be carried out at least with six weeks in advance in cross-border ones, instead of the four that is established for internal ones. Secondly, and related to the judicial jurisdiction, both the Directive in its art. 86 you say like the New LME in its art. 12 recognize, in some cases, the right of partners who vote against the project to sell their shares, participations or quotas in exchange for adequate cash compensation. Well, this compensation can be challenged judicially, and art.
You say of the Directive (in its section 5) grants jurisdiction exclusive to the courts of the home Member State. The art. 12.4 New LME collect this rule and establishes that The Commercial Court of the domicile of the company or, where appropriate, will be competent. caso, the arbitral tribunal provided for by statute. This raises several questions, such as whether the New LME refers to arbitrations in Spain or also abroad, would it be compatible with the exclusivity of the Spanish courts if a partner of a Spanish limited company who wanted to challenge the compensation had to go to a court? arbitration to London, if so provided USA Phone Number in its bylaws? A third point worth mentioning concerns the protection of creditors and judicial jurisdiction. The art. 86 eleven of the Directive provides that For cases of cross-border transformations there will be a kind of perpetuatio iurisdictionis for two years counted from the date on which the transformation has taken effect, which is incorporated in art. 99 New LME. But the same is not established for mergers or divisions, although the result is very similar.
The reason could be that this specific protection of creditors in transformations is, in essence, a kind of fraud prevention rule to prevent companies from leaving the country with the aim of making possible creditor claims more expensive, something more difficult to imagine in merger and spin-off operations. Finally, art. 89 New LME provides, as the Directive already did, a minimum registration advertising for cross-border structural modifications, although the project and notices are published on the company's website and in the BORME, which seeks to protect workers and creditors. In fact, minimum registration advertising will be necessary “in all caso”, including the cases of universal meeting and simplified mergers of art. 53 and following of the New LME. Therefore, the regime is stricter for cross-border operations than for domestic ones. Once the presentation was over, a very interesting discussion took place in which two topics especially stood out: Need to present an audited balance sheet no more than six months old. This obligation is included in art. 20 New LME for internal transformations, but attendees questioned the relevance for cross-border and extra-European transformations, since it would delay the operation's schedule. Against this need, it could be argued that it may be an unjustified obstacle to the freedom of establishment promulgated by art. 83.2 New LME, especially taking into account that in the transformations there is no change in the asset structure.
You say of the Directive (in its section 5) grants jurisdiction exclusive to the courts of the home Member State. The art. 12.4 New LME collect this rule and establishes that The Commercial Court of the domicile of the company or, where appropriate, will be competent. caso, the arbitral tribunal provided for by statute. This raises several questions, such as whether the New LME refers to arbitrations in Spain or also abroad, would it be compatible with the exclusivity of the Spanish courts if a partner of a Spanish limited company who wanted to challenge the compensation had to go to a court? arbitration to London, if so provided USA Phone Number in its bylaws? A third point worth mentioning concerns the protection of creditors and judicial jurisdiction. The art. 86 eleven of the Directive provides that For cases of cross-border transformations there will be a kind of perpetuatio iurisdictionis for two years counted from the date on which the transformation has taken effect, which is incorporated in art. 99 New LME. But the same is not established for mergers or divisions, although the result is very similar.
The reason could be that this specific protection of creditors in transformations is, in essence, a kind of fraud prevention rule to prevent companies from leaving the country with the aim of making possible creditor claims more expensive, something more difficult to imagine in merger and spin-off operations. Finally, art. 89 New LME provides, as the Directive already did, a minimum registration advertising for cross-border structural modifications, although the project and notices are published on the company's website and in the BORME, which seeks to protect workers and creditors. In fact, minimum registration advertising will be necessary “in all caso”, including the cases of universal meeting and simplified mergers of art. 53 and following of the New LME. Therefore, the regime is stricter for cross-border operations than for domestic ones. Once the presentation was over, a very interesting discussion took place in which two topics especially stood out: Need to present an audited balance sheet no more than six months old. This obligation is included in art. 20 New LME for internal transformations, but attendees questioned the relevance for cross-border and extra-European transformations, since it would delay the operation's schedule. Against this need, it could be argued that it may be an unjustified obstacle to the freedom of establishment promulgated by art. 83.2 New LME, especially taking into account that in the transformations there is no change in the asset structure.