The Interdepartmental Working Group on Market Unity, under the supervision of the Ministry of Commerce, is developing a Guaranteed Market Unity Act. The act aims to reduce the regulatory burden faced by businesses and increase legal certainty by eliminating legal contradictions. Ultimately, the goal is to provide businesses with fewer and better laws that facilitate and encourage economic activity.
A Ministry of Justice report on the modernisation of legal language was published in 2011. Recent surveys have revealed that citizens consider existing language to be unduly complicated. The government has introduced various statutes to remedy this, including the draft Law on Transparency, Access to Public Information and Good Governance and a draft bill on the removal of licences for small businesses.
Under Spanish law, vacancies on the board of directors can only be filled by using a cooption mechanism. Through availing of this mechanism, the board of directors can appoint a shareholder to fill the vacancy until the next general shareholders meeting is held. However, problems can arise if the number of members of the board falls below that required for a quorum.
Spanish law establishes the capital increase requirements necessary to deprive shareholders of the right to take out an option on new shares in proportion to their shareholding. For such action to be undertaken, a company interest must be at stake. Mere application of the formal requirements for determining such interest can lead to results which contravene the spirit of the law.
A new bill aims to increase the transparency of corporations and reinforce the rights of shareholders. In other news, the Supreme Court has declared a shareholders resolution invalid because a special public debenture bond was omitted from the financial statement, and the annual accounts thus did not give an accurate picture of the company's financial situation.
A Senate committee has proposed a major reform of the regulations on family companies. Family companies will be allowed to seek new types of financing, including investment through the issue of non-voting shares. They will also be required to draw up and register a family protocol delineating the relationship between the family company and its ownership.
Includes: Legislative Framework; Forms of Businesses; Corporate Forms Used By Foreign Investors; Alternative Forms of Establishment; Other Internal Regulatory Matters; Corporate Governance; Contracting; Recent Developments.