The new regulation of the right of separation due to a failure to distribute dividends

The Pérez-Llorca/IE Chair dedicated its latest seminar to evaluating the new regulation of the right of separation due to a failure to distribute dividends.

The session was opened by Soledad Atienza, co-director of the Chair and vice dean of IE Law School, and by Alejandro Alberte, partner of Corporate/M&A at Pérez-Llorca, who also acted as moderator of the event.

Alejandro Alberte began by introducing the regulatory context of article 348 bis of the Companies Act, which regulates the right of separation due to a failure to distribute dividends. He then briefly reviewed the purpose of this regulation, its entry into force and the recurring suspensions which occurred from 2011, and ended by covering the most significant modifications following the latest reform, including the right of separation, changes to the rules for calculating the dividend distributed, the concept of legally distributable profit and the regulation of the right of separation within groups of companies.

Alberte ended by presenting the speakers: Javier Vaquer, presiding senior judge of Commercial Court No. 6 of Madrid; and Juan Carlos Olarra, managing partner of Lexinter and a lecturer at IE Law School.

Javier Vaquer commented on the default nature (carácter dispositivo) of shareholder rights, and analysed possible scenarios and interpretations in terms of applying this new regulation and possible disputes that these cases might generate.

Juan Carlos Olarra analysed the most notable accounting aspects of the new reform carried out in article 348 bis by comparing the concepts and additions introduced in the previous wording to the reformed version.

Before the event was brought to a close, an interesting dialogue took place in which attendees were able to raise various issues which were discussed by both speakers.

About the Chair

The Pérez-Llorca/IE Chair on Commercial Law focuses on international legal practice. Its main objective is to produce top-tier applied research in the area of Commercial Law, as well as to share this research with law firms, businesses and law schools, through the work and joint activities carried out by IE Law School and Pérez-Llorca.