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Search Results
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ON THE POSSIBILITY OF STAKEHOLDERS TO DEMAND THE PERFORMANCE OF SUSTAINABLE CLAUSES CONTAINED IN CONTRACTS BETWEEN BUSINESS AGENTS
Companies incorporate sustainability clauses in commercial contracts with other business organizations, in order to implement long-term social responsibility in business operations. These provisions generally do not grant sufficient coercive power for their enforceability, and, furthermore, make reference to external third parties (stakeholders) who may be affected by the commercial operation. This study aims to determinate if it is possible to reinterpret the stipulation in favor of a third party and the opposability of contracts by third parties in Chilean contract law to provide effectiveness to sustainability clauses regarding those who are not party to the agreement but are benefited by their observance. Accordingly, the hypothesis of this research is that stakeholders, as third-party beneficiaries of contractual clauses incorporated in the field of corporate sustainability, may enforce them as this allows for the achievement of the contract’s purpose or claim damages in the field of tort liability, as they are recognized a legitimate interest in CCS’ fulfillment.
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EFFECTS OF FULFILLMENT OF DISCLOSURE REQUIREMENTS FOR CORPORATION’S SHARE TRANSFER AGREEMENTS: STATE OF THE QUESTION AND NEW PROPOSAL
The paper investigates the meaning of the enforceability provided by the disclosure requirements that Chilean Corporations Act demands in the shareholders’ agreements on the transfer of shares. After critically reviewing the national literature and case law, it is argued that the annotation of the agreement in the firm records and its deposit in the company in practice involve little publicity, consistent with the fact that, in the rest of the statute, the register of shareholders lacks projection towards third parties, such as an acquirer of shares. In this way, the effectiveness provided in the norm does not have a different scope from the effectiveness of civil law: imposing the existence of the contract –not its obligatoriness– as part of the legal reality.
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THE LEGAL NATURE OF THE LACK OF EFFECTS: A PROPOSAL FOR INCLUSION IN THE SYSTEM OF INEFFECTIVENESS OF THE CHILEAN CIVIL CODE
This article argues that the lack of effects is a form of ineffectiveness of a functional, extrinsic, partial, strict, subsidiary nature –and not always a sanction– aimed at protecting certain third parties harmed by the conclusion of a legal transaction. Likewise, it postulates the viability of configuring a general theory of unenforceability that is feasible to act beyond the cases expressly contemplated in the Chilean civil code, as long as it frames its scope of action within the contours drawn by its system of ineffectiveness and the necessary balance between the expansive effect of contracts and the protection of third parties.
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REVIEW OF SOME PROCEDURAL ASPECTS REGARDING THE DEFENSE OF THE EXECUTED PERSON AND THE OPPOSABILITY OF EXCEPTIONS IN THE EXECUTIVE PROCEDURE FOR THE COLLECTION OF INVOICES
In the present work, the sentence pronounced by the Supreme Court, dated September 22, 2022, in the case role No. 20112-2019, entitled Logros Factoring Spa con Ilustre Municipalidad de Valparaíso, is analyzed, referring to the defense of the executed to through the exceptions, its relationship with the preparatory management of the executive process when the executive title is an invoice, and the opposability of the exceptions in relation to the executor.
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