Consideraciones sobre la naturaleza del proceso de modificación estructural y su relación con la alteración del «proyecto» en el nuevo régimen jurídico de las modificaciones estructurales internas
ISSN: 2341-4537
Year of publication: 2024
Issue: 116
Type: Article
More publications in: La Ley mercantil
Abstract
This article addresses the classic problem of in which of the phases of the structural modification process. to place the business. by which the companies participating in the operation are linked to each other, without being able to freely separate themselves from the process. without incurring an infringement derived from the existence of an unjustified unilateral resolution of the same. The existence in the new regulatory legislation of the structural modifications contained in Royal Decree-Law 5/2023 of 28 of June (Book One) does not expressly adopt a solution to the problem, but the express. admission in the new legal text of a possible alteration of the «structural modification project» by all the general meeting of the intervening companies, seems to admit that the binding business. is located in the phase after the resolutions of the meetings, thus placing it in the subsequent execution by them of the corresponding public deed, as opposed to the position generally accepted by the doctrine with respect to the now repealed Law of Structural Modifications 3/2009 of 3th of April, which had been understanding that said link occurred with the adoption of the agreement by the participating companies of adoption by them of the «project» prepared by its administrators in its name but without its representation.