EL RÉGIMEN DE LA COMPRAVENTA DE ACCIONES DE LA SOCIEDAD EN FORMACIÓN EN LA SENTENCIA DEL TRIBUNAL SUPREMO, DE 4 DE FEBRERO DE 2009.

Abstract

The Spanish Supreme Court's ruling of 4 February 2009 addresses the legal nature of the procedure for the circulation of shares in a corporation that is still in the process of being founded. The focus is on the unfailing application of the procedure for debt assignment, which may undermine the characteristics that a nascent company ought to have and the interests that ought to be protected during foundation. Novation of the foundation agreement therefore seems to us the most appropriate formula, in view of the liability that exists during the foundation period.