Ferran Foix and Guillermo Guerra Martín on capital markets | Cap&Corp

Inasmuch as functioning as meta-clauses, non-binding and entire agreement clauses are paradoxical in a number of ways.

Summary of legislative and jurisprudential developments relating to the automotive sector.

Debt from liability in tort for third-party damage or loss arises directly against the directors, without prejudice to the fact that, pursuant to Article 38 CC, it also arises simultaneously against the company, to which the non-contractual acts or omissions of its directors are also attributed. This is so true that the liable company (in debt, for example, with the tax authorities as the person liable for the surcharge and the tax penalty owed) may bring an action for contribution against its directors after settling the debt.

This paper critically analyses the Supreme Court ruling of 5May 2026, which applies the prohibition on financial assistance to a case involving the sale of treasury shares with deferred payment to the shareholders of the assisting company.

The Judgment of the Court of Justice of the European Union (Fifth Chamber) of 13 May 2026 (Korfin and Sempiola v Slovnaft, Case C-225/25) clarifies the concept of a takeover bid for the purposes of Article 2 of the 2004 Takeover Bids Directive, such that an offer made to the holders of securities of a company with a view to acquiring all or some of those securities does not fall within the concept of a takeover bid where it is made by an offeror who already controls the offeree company. Consequently, based on that court’s interpretation of the Directive’s provisions, there is no right of squeeze-out in such voluntary takeover bids.

Summary of legislative and jurisprudential developments relating to the automotive sector.

The Proposal for a Regulation of the European Parliament and of the Council on the 28th Regime Corporate Legal Framework – ‘EU Inc.’, dated 18 March 2026, introduces a new form of European private limited company. Originally envisaged for start-ups and scale-ups, it has been decided to allow its adoption by all companies. There is no minimum share capital requirement; shares may have no nominal value and may carry multiple voting rights, among other features. The Commission is expected to approve model articles of association so that a company can be incorporated online in less than forty-eight hours and for less than one hundred euros.

All cases decided by the Supreme Court and their specific details are discussed. There is no single solution to the problem of terminating a framework supply of services agreement without an exclusivity clause or a minimum purchases obligation.

Directive (EU) 2026/470 (Omnibus I) has been published, limiting the obligation to prepare a sustainability report to public-interest entities with more than 1,000 employees and a net turnover of more than €450 million during the preceding financial year, as well as to parent companies of a large group that exceed these figures on a consolidated basis. The Directive amends the audit directive, the accounting directive, the corporate sustainability reporting directive (CSRD) and the corporate sustainability due diligence directive (CSDDD).