La cesión global como mecanismo para la venta de empresas. Abstract

La cesión global como mecanismo para la venta de empresas.

Abstract:

When The Structural Modifications Act was approved in 2009, the global assignment of assets and liabilities was called to be, according to the will of the legislator, a new instrument for the sale and purchase of companies. Three years later, this objective has not been achieved. This article analyzes the main difficulties that this institution raises, as it is regulated, to be an accurate option for selling companies. Special attention is given to the liabilities’ regime, the creditors' opposition right, and the complex process established as a consequence of the transaction being considered as a structural modification. Some contractual provisions to mitigate certain of its negative effects are suggested.

Keywords: Structural Modifications; global assignment of assets and liabilities; purchase or sale of companies and company shares; creditors opposition right; liabilities; bank restructuring; public sector rati