Edukiak

Summer Course: "The realization of business restructuring from a legal perspective: its greatest difficulties and solution proposals" (June 20-21, 2019)

First publication date: 11/07/2019

On June 20 and 21, in the Miramar Palace of San Sebastián-Donostia, within the Summer Courses of the UPV / EHU, took place the one entitled "The realization of business restructuring from a legal perspective: its greatest difficulties and solution proposals".

Directed by Professor Alberto Emparanza Sobejano, Full Professor of Commercial Law and Principal Researcher of this Research Group, the Conference brought together academics and professionals from the sector with the main objective of analysing the existing legal instruments to proceed with the restructuring of companies, subject of full relevance in Company Law.

The opening conference was given by Professor José Miguel Embid Irujo, Full Professor of Commercial Law at the University of Valencia, who illustrated everyone present on "Corporate restructuring in company Law: situation and main problems."

The first presentation was dedicated to business restructuring operations from an international perspective and counted with the intervention of Jon Armendáriz, professor at the University of Deusto and lawyer at KPMG, who spoke, in particular, about "The problems of moving the registered office abroad". Next, it was the turn of Martin Recalde Llanos, lawyer at LKS Next Legal, with the paper entitled "The heterogeneous restructuring, especially of cooperatives".

After an interesting discussion, in the second and last Panel of the morning, a break in the study of business restructuring, were analysed other issues of great relevance and practical interest in the Company Law. Specifically, Andrés Recalde, Full Professor of Commercial Law at the Autonomous University of Madrid (UAM), and Enrique Gandía, Assistant Professor of Commercial Law at the same University, offered an original lecture on "The article 190 LSC (Law on Corporations): the conflict of interest of the partner and the effects on social agreements ". For her part, Arancha Pérez Moriones, Professor of Commercial Law at the University of the Basque Country and member of this Research Group, addressed "The scope of the new article 348 bis LSC", based on a well-known current case.

The afternoon session was focused on the restructuring that took place in the context of business difficulties and participated in it Professor Alberto Emparanza with the theme "Business restructuring, structural modification and the state of insolvency", David Fernández de Retana Gorostizagoiza, professor at the University of Deusto and lawyer at Uría Menéndez, who analysed "Regulatory compliance in the company in pre-insolvency and bankruptcy contexts. The position of the administrator "and, finally, José Carlos Vázquez Cueto, Full Professor of Commercial Law at the University of Seville, who dealt with" Corporate restructuring and managerial responsibility ".

The first Panel on Friday 21 was dedicated to study specific cases of business restructuring. Thus, Miguel Iribarren Blanco, professor of Commercial Law at the University of Oviedo, focused on "The role of partner agreements in business restructuring". For her part, Elena Leiñena Mendizábal, Associate Professor of Commercial Law at the UPV / EHU and member of the Group, explained "A special case of corporate restructuring: subsidiarization through the disposal of an essential asset (Article 160 f) LSC ) ". Lastly, Isabel Fernández Torres, professor of Commercial Law at the Complutense University, gave a presentation on the implications of "The restructuring processes in public capital companies".

Following the objective of the Course of analysing the procedures of business restructuring from the different possible perspectives, Segismundo Álvarez Royo-Villanova, notary of Madrid and representing the General Council of Notaries showed the notarial point of view and practices in his paper "Corporate restructuring from a notarial perspective".

Lastly, Cándido Paz-Ares, Full Professor of Commercial Law at the Autonomous University of Madrid, was in charge of closing the Course with his illustrated paper on "Corporate restructuring and business group Law".

The content of the presentations, of great quality due to the professionalism of the participants, all of them legal experts in company law, was completed with interesting discussions that allowed deepening into those issues that generate more controversy in professional practice. In this sense, the Course became a meeting place between the different legal operators working in the world of company law, which shared knowledge and experiences and that undoubtedly hope to continue doing so in future editions.

It should be added that, in addition to the Director, Professor Alberto Emparanza, and the speakers Arancha Pérez Moriones and Elena Leiñena, collaborate actively as moderators the members of the Research Group Aitor Zurimendi, Arantza Martínez Balmaseda and José Manuel Martín Osante, as well as Inmaculada Herbosa and Belén García Álvarez, from the University of Deusto.