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ON THE MANAGER OF A CLOSELY-HELD CORPORATION THAT ACCEPTS JUDICIAL DISSOLUTION
This paper delves into a case where a corporation faced a judicial dissolution lawsuit filed by two shareholders, pursuant to section 105 of Law No. 18,046 on Corporations. The company’s manager yielded to the lawsuit. However, both the lower and appellate courts dismissed his submission, ultimately rejecting the claim. Subsequently, the Supreme Court nullified all proceedings due to a lack of proper summons. The analysis of these judicial decisions sheds light on the repercussions of breaching bylaws’ restrictions on share transfers and underscores the importance of the chair of each shareholders’ meeting in announcing the resolutions adopted. Furthermore, this paper explores the issue of passive standing in relation to judicial dissolution, emphasizing the need to safeguard the rights of non-suing shareholders.
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THE DIES A QUO IN THE PRESCRIPTION OF ACTIONS FOR BREACH OF CONTRACT IN THE CIVIL CODE
In this paper, the thesis of the computation of the period of the extinguishing prescription of the contractual indemnity action from the breach, in accordance with the provisions of article 2514 of the Civil Code, is defended and justified, since enforceability refers to the performance object of the contract, which is consistent with the existence of a single action for contractual breach to which the different contractual remedies, including compensation for damages, give content.
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APPLICABILITY OF THE CHILEAN CONSUMER RIGHTS LAW TO THE INFLUENCER’S PUBLICITY
This document presents a critical appraisal regarding the application of the Chilean Consumer’s Rights protection Law (No. 19.496) to the so-called “opinion leaders” commonly known as influencers. To that end, the consumer relationship is described in its purest form, constructed between the supplier and the consumer, where the first one provides goods or services to the second, with the peculiarity that, in the object of the analysis, the consumer got seduced or -better yet- influenced by the actions of the “opinion leaders”. The author proceed to examine specific consumer rights applicable to this topic, such as the right to be free to choose (article 3° letter a); the right to a truthful and timely information (article 3° letter b]) and the ones related to prevent a correct false advertising (article 28). Subsequently, supported by the review of national and international legislation, authors and case studies, the document continues to configure specific obligations for the suppliers and influencers to comply according to the standards of their professions and its duties as the stronger part of the consumer relation that allows to assign civil or infractional responsibility, as appropriate. Finally, the document concludes exploring the actions prescribed by the law for nonobservance or non-compliance with said analyzed obligations.
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DERIVATIVE CONTRACTS, REPO TRANSACTIONS AND NETTING IN THE LIQUIDATION PROCEDURE, LAW NO. 20.720. THE BANKRUPTCY RULE AS A TOOL FOR STABILIZING THE FINANCIAL SYSTEM AND ITS (LACK OF) RELATIONSHIP WITH THE PURPOSES AND PRINCIPLES OF BANKRUPTCY.
The work we present deals with an aspect that, despite its relevance and effects in a bankruptcy liquidation context, has not been addressed by the doctrine in Chile: the special regime of compensation of obligations arising from derivative contracts, contemplated in article 140 of Law No. 20,720. It seeks to define what is specifically compensated; what obligations are accelerated, to allow compensation; in what sense are they considered as interconnected; what type of contracts are specifically tolerated by this system and, in short, what role does the bankruptcy rule play in this, as a tool for achieving extrabankruptcy purposes. -
ABOUT THE SANCTION FOR UNFAIR TERMS IN CONSUMER LAW
This article examines the sanction applicable to unfair terms in Chilean consumer law, in light of a recent decision of the Supreme Court (Case No. 34713-2023), which classified as unfair an acceleration clause contained in a mortgage loan agreement. The judgment is of particular interest as it expressly resolves the doctrinal debate concerning the nature of the invalidity provided for in Article 16 of Law No. 19,496, holding that it amounts to absolute nullity. The article sets out the facts of the case, systematises the main doctrinal positions on the sanction for unfairness, and reviews the evolution of case law on the matter. Finally, the authors argue that the solution adopted by the Supreme Court is only partially correct, although it is commendable insofar as it is grounded in existing law: it recognises the public policy character of the control of unfair terms and allows for a coherent integration of the Consumer Protection Act with the general regime of nullity, without resorting to de lege ferenda constructions.
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THE CASSATION APPEAL IN PLENARY SESSION: AN ASSESSMENT AFTER THIRTY YEARS
Article 780 of the code of civil procedure, incorporated into Law No. 19374 of February 18, 1995, which allows the Supreme Court in plenary session to hear cassation appeals in cases of jurisprudential dispersion originating within the Court itself, has been scarcely applied, and its impact on the development of generalized guidelines for the interpretation of laws affecting civil and commercial matters is practically nil. This was anticipated early on by some Chilean legal scholars. What these scholars failed to foresee is that, in the few cases where the Supreme Court in plenary session heard cassation appeals, subsequent lower courts would disregard the doctrines established by the Court without further explanation, thus calling into question not only equality before the law but also the predictability of the interpretation and application of important institutions of Chilean private law. The article offers an explanation of how the aforementioned results were obtained and concludes with a defense of the jurisprudence unification purposes underlying this procedural mechanism.