The Provincial Court of Madrid, in Decision 307/2023 of 3 April, sentences the former director of a company to pay for damages caused to the company in excess of €4,500,000, in connection with a lease contract signed with a related company. Furthermore, the decision analyses the cases in which the new director could be jointly and severally liable, even though he did not hold the position in the company at the time the damage was caused, on the execution of the lease agreement.
The Provincial Court of Madrid bases its analysis of the new director’s on the duties of loyalty and care provided for in Articles 225 to 232 of the Capital Companies Act.
In this case, it is understood that the harmful act for the company is the execution of the lease contract, signed by the former administrator. The Provincial Court considers that the duty of care of the new director in such a situation cannot require additional actions such as filing a lawsuit for the nullity of the lease, causing additional costs to the company or without certainty as to the nature and complexity of the litigation. The new director cannot be convicted for the failure to resolve the past damaging conduct. However, his duty of care would be considered to have been breached with further actions, such as extending the lease during his term of office.
Executive Summary The European Union has completed its most ambitious reform to the prevention of money laundering with the approval of a new legislative package,
Executive Summary The Supreme Court has recently recognised the primacy of the European Union law by not applying national tax rules which discriminate against non-Spanish
Executive Summary In recent years, the Tax Inspectorate has been conducting campaigns to review transactions involving the transfer of shares in operating companies to holding