Las modificaciones estructurales ante la Propuesta de Código mercantil

Abstract

In the author´s view, considering the large number of modifications it incorporates, the codifying proposal is something more than a simple “transfer” of current Law, though it may be true that it does exactly that in certain aspects, that is, transferring the current regulation provided for in the Act on Structural Modifications. This is especially so in the section on those “special mergers” we used to call “short-form mergers” before the entry into force of the Act, and are not that short nowadays. The new Trade Code proposal doesn´t introduce substantial modifications in this sub-area, although may be it should incorporate some to perfect the current regulation. We are talking about a field that, since its first appearance in the short Section 250 of the original Corporation Law (take-over of a wholly owned company) has been adding cases, considered in depth at the passing of the Act on Structural Modifications. The regulation is contained in four complex sections considered incoherent in some points by the legal doctrine (Sections 49-52 of the Structural Modification Act).