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LAW REPORT: VALIDITY OF AN USUFRUCT FOR NINETY YEARS IN FAVOR OF JOINT-STOCK COMPANY IN CHILEAN LAW
This law report provides an opinion on the following issues: the scope of application of the prohibition established in the final paragraph of article 770 of the Chilean Civil Code to establish usufructs that exceed 30 years; and the possibility of constituting a usufruct for a company for a period of 90 years over real estate. It is concluded that said prohibition established in article 770 is only applicable to corporations and foundations, and not for a joint-stock company; further, that a usufruct constituted for a period of 90 years in favor of a stock company over a real estate is perfectly valid in accordance to Chilean law, especially given that in our law it is possible that there are usufructs for more than 90 years, as well as other figures that allow the use and/or enjoyment of a thing to be transferred for 90 or more years and that have been used in practice without their terms having been considered excessive.
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THE LAWFULNESS OF THE REVIVAL OF A CORPORATION DISSOLVED
This commentary analyzes a resolution of the Financial Market Commission that recognizes the legality of reactivating a corporation. This is, as far as we know, the first express statement on this matter and constitutes a key piece to understand the termination regime of a corporation and, in general, of any company with legal personality in our legal system.
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BETWEEN CONFIDENTIALITY AND DISCLOSURE. THE CONTOURS OF THE DUTIES OF THE BOARD OF DIRECTORS OF A PUBLIC COMPANY RELATING TO INFORMATION ABOUT BUSINESS ACQUISITION TRANSACTIONS
This article examines the confidentiality and disclosure duties imposed on directors of publicly traded companies in the context of negotiations to acquire a target. It analyzes how directors must balance their obligation of confidentiality, rooted in the need to prioritize the corporate best interest, with mandatory disclosure rules, founded on the general interest in the proper functioning of the securities market. This article argues that, while the rule is to maintain confidentiality to protect the shareholders’ interests, there are exceptions requiring disclosure of certain events in contexts where safeguarding the securities market outweighs the general protection of corporate interests guiding the directors’ decisions. Additionally, the counter exceptions of “confidential information” arise in situations involving significant risks to corporate interests, thus returning to the general rule of confidentiality.
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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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Related parties’ credits included in a mercantile current account and faithfulness of financial statements. Comment of the Supreme Court’s judgement of July 31, 2020, N. 29.982-2019
The paper analyzes a Supreme Court’s judgement which confirmed, with a reduction, the fines imposed on managers of a public corporation by the former SVS. The firm reported in the financial statements some long-term credits, which debtors where related companies. It did not take steps to collect them in a considerable period of time, on the grounds that they had been included into a mercantile current account with few movements. The supervisor reclassified the credits as long-term, and concluded that the financial statements contained false information. An analysis validates critically this judicial decision, and offers an alternative basis for it, built on the content of the commercial current account contract.