Practical applicability of the delegation of powers in capital companies (An approach to the questions raised in Spanish Law)

Abstract

Commercial Law, in particular Company Law, is subject to continual changes due to the constant need to adapt to reality. Proof of this is the reform of the Capital Companies Law under Law 31/2014 of 3 December, which amends the Capital Companies Law in order to improve corporate governance. The aim of this reform is to improve the corporate governance of corporations. One of the measures taken to do this is to strengthen the role of the board of directors as supervisor of the actions performed by executive directors. Some of the changes included to meet this objective are the board’s obligation to meet quarterly, an increase in the number of non-delegable powers, and the need for the CEO’s or an executive director’s relation within the company to be reflected in a contract approved by the board of directors. In this article, we aim to analyse the above points.