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Legal Updates February 2019

| Publications | Corporate Law and Commercial Contracts

Analysis of the legislative developments in February 2019

1.Spanish legislation

1.1 Business Secrets Act 1/2019 of February 20.

The approved standard transposes Directive 2016/943 of 8 June 2016 on the protection of business knowledge and information, the unlawful obtaining, use or disclosure of which jeopardises the ability of the legitimate holder to take advantage of the advantages accruing to him as a precursor to his innovation efforts.
 
The lack of effective and comparable legal instruments for the protection of trade secrets undermines incentives to engage in innovation-related activities and prevents trade secrets from unlocking their potential as a stimulus to economic growth and employment. As a result, innovation and creativity are discouraged and investment decreases, with consequent repercussions on the smooth functioning of the market and the consequent loss of its potential as a growth factor.

It is therefore necessary to ensure that competitiveness, based on know-how and undisclosed business information, is adequately protected, and to improve the conditions and framework for the development and exploitation of innovation and knowledge transfer in the market. See more.

1.2 Royal Decree 7/2019, of 18 January, amending Royal Decree 6/1994, of 14 January, creating the Interministerial Tourism Commission.

The creation of the Interministerial Tourism Commission has the fundamental aim of coordinating the actions of the different bodies of the General State Administration with an impact on the tourism sector. Article 1 of Royal Decree 355/2018, of 6 June, which restructures the ministerial departments, creates the Ministry of Industry, Trade and Tourism, and Article 10.2.b) ascribes the Secretary of State for Tourism as the highest body.

This Royal Decree contributes to providing greater legal security to the organisation and operation of the aforementioned collegiate body, by adapting it to the currently existing structure of governing bodies. In the same way, it complies with the principle of transparency, since it clearly identifies its purpose and the report that accompanies it, accessible to the citizenry, offers a complete explanation of its content. See more.

1.3 Royal Decree 17/2019, of 25 January, amending the General Regulations on the Quotation and Liquidation of other Social Security Rights, approved by Royal Decree 2064/1995, of 22 December.

This draft complies with the principles of good regulation laid down in Article 129 of Law 39/2015 of 1 October on Common Administrative Procedure for Public Administrations. Thus, with regard to the principle of necessity, it fills a legal gap that was causing harm both to the public employees affected and to the Social Security and with regard to the principles of proportionality, legal certainty and efficiency, it achieves its objective with a minimum modification of the law, since it is limited to developing the formula for complying with the legal obligation to pay contributions in a case that was not previously regulated, in accordance with the provisions of the revised text of the General Law on Social Security. Finally, it complies with the principle of transparency in that, prior to drawing up the project and in accordance with the provisions of article 133.1 of Law 39/2015, of 1 October, and article 26.2 of Law 50/1997, of 27 November, of the Government, the procedure of public consultation has been carried out in order to obtain the opinion of the citizens and most representative organisations potentially affected by the future law, to whom information on the matter has been provided through the web portal of the then Ministry of Employment and Social Security.  See more.

2. European Provisions

Amendments to the Convention concerning International Carriage by Rail (COTIF) and its Appendices, adopted in Berne on 14 June 2017 at the 10th meeting of the Committee of Technical Experts of the Intergovernmental Organisation for International Carriage by Rail (OTIF). See more.

3. Administrative Rulings

3.1 Resolution of 7 February 2019, of the Directorate General for Energy Policy and Mines, publishing the new sales prices, before tax, of liquefied petroleum gases by pipeline. See more.  

3.2 Resolution of 13 February 2019 of the Congress of Deputies ordering the publication of the Agreement on the Validation of Royal Decree-Law 1/2019 of 11 January on urgent measures to bring the powers of the National Commission on Markets and Competition into line with the requirements of Community law in relation to Directives 2009/72/EC and 2009/73/EC of the European Parliament and of the Council of 13 July 2009 on common rules for the internal market in electricity and natural gas. See more.  

4. Judicial Decisions

4.1 Judgment of 21 December 2018, of the Third Chamber of the Supreme Court, partially upholding contentious-administrative appeal number 1/118/2019, filed by Electro Molinera de Valmadrigal, SL, against Order IET/980/2016, of 10 June, establishing the remuneration of electricity distribution companies for the year 2016. See more.

4.2 Judgment of 14 December 2018, of the Third Chamber of the Supreme Court, partially upholding contentious-administrative appeal number 1/41/17, filed by Iberdrola Comercialización del último Recurso, SAU, and Iberdrola Clientes, SAU, against Royal Decree 469/2016, of 18 November, amending Royal Decree 216/2014, of 28 March, establishing the methodology for calculating voluntary prices for small electricity consumers and their legal regime for contracting; and against Order ETU/1948/2016, of 22 December, fixing certain values of the reference marketing costs to be included in the calculation of the voluntary price for small electricity consumers in the period 2014-2018. See more.

4.3 Judgment of 28 January 2019, of the Third Chamber of the Supreme Court, partially upholding contentious-administrative appeal number 1/196/2017, filed by Eléctrica Vaquer, SA, against Order IET/980/2016, of 10 June, establishing the remuneration of electricity distribution companies for the year 2016. See more.

5. Directorate General of Registers and Notaries

5.1 GENERAL MEETING. FORM OF CONVOCATION. THE AUTHENTIFICATION OF THE CONVOCATION. POSTAL SERVICES.

Resolution of 2 January 2019, of the Directorate General of Registries and Notaries, in the appeal filed against the refusal of the mercantile and movable goods registrar XI of Barcelona to register certain resolutions adopted by the general meeting of a company.

Summary: If the articles of association, in terms of the manner in which the general meeting is called, speak of registered mail with acknowledgement of receipt, the letter must be sent by the universal postal service of the Post Office, and not by any other private operator. See more.

5.2 GENERAL MEETING. FORM OF CONVOCATION DIFFERENT FROM THAT PROVIDED FOR IN THE BYLAWS. NOT POSSIBLE.

Resolution of 9 January 2019, of the Directorate General of Registries and Notaries, in the appeal filed against the classification of the commercial registrar III of Seville, which suspends the registration of certain resolutions adopted by the general meeting of a company.

Summary: The DGRN says that it is not "the competence of the administrative body" to modify the form of convocation since "the partners have the right to know in what specific form they have to be called, that this is the only way in which they will expect to be called and to which they will have to pay attention". In addition to this, given the form of summons by registered letter, article 22.4 of Law 43/2010, of 30 December, establishes that "notifications made by the universal postal service provider ("Sociedad Estatal Correos y Telégrafos, S.A.") enjoy "the presumption of veracity and reliability in the distribution, delivery and reception or refusal or impossibility of delivery of notifications from administrative and judicial bodies", which gives certainty to the summons made in this manner. See more.

5.3 Instruction of 18 February 2019, from the Directorate General of Registries and Notaries, on updating the registration system for the filiation of those born through gestation by substitution. See more.

6. Other regulations

6.1 Order JUS/74/2019, of 28 January, establishing the Labour Commission for the Commemoration of the 130th Anniversary of the Promulgation of the Civil Code . See more.

6.2 Order TMS/83/2019, of 31 January, developing the legal rules for social security contributions, unemployment, protection against cessation of activity, Wage Guarantee Fund and vocational training for the financial year 2019.See more.

Bank of Spain Circular 1/2019, of 30 January, amending Circular 8/2015, of 18 December, to institutions and branches attached to the Deposit Guarantee Fund of Credit Institutions, on information to determine the calculation bases for contributions to the Deposit Guarantee Fund of Credit Institutions. See more.

If you are interested in obtaining additional information or clarification on the content, you can contact Ignacio Aparicio on telephone number +34 963 527 546 or by e-mail: ignacio.aparicio@AndersenTaxLegal.es

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