Contemporary Company Law Solutions: Aspects not Provided for the Traditional Type of Companies

Abstract

This paperwork presents an analysis about the implications of the new legal forms provided by the  Simplified Shares Company regulations  and the reform to the Company Law, as it is considered that they have brought to our legislation  new legal forms that regulate aspects which are not provided for the traditional companies. Consequently, within this article, it is proposed, as a first instance, that the mandatory regime coexists along the default rules regime, letting us clarify the impacts of not recognising legal forms such as:  abuse of participation rights, de facto and shadow directors, unanimous approval to include an arbitration clause, and mediation as a mechanism provided to solve corporate conflicts. Along the same lines, owing to the lack of explicit recognition of these legal forms, within this paperwork, some solutions are provided to deal with conflicts associated with the new legal forms in the traditional companies. Those solutions are essentially based on the redirection of rules provided in our Company Law which, mainly, redirect us to apply the Civil Code norms.

Finally, within this paperwork, it is proposed that, even though, we can find many solutions for the lack of recognition of new legal forms, our Company Law must be reformed, so it can provide standardised regulations to deal with the new figures included in our Company Law, since it is required to have efficient regulations that are able to respond to the modern commercial needs.