The absorption of one financial institution by another is not a reorganization and restructuring operation

* The Supreme Court resolves a matter of 25,48 euros for its great legal significance.


The merger by absorption of a bank from another entity cannot be considered a reorganization and restructuring operation of financial entities., but it is an ordinary assumption that cancellation (surrogacy and novation) Credit is done outside a context of restructuring and restructuring of credit institutions., as determined by the Supreme Court in a judgment of 25 May 2020.



The background of the matter is whether or not the fees of a commercial registrant should be met, which amounted to 25,48 euros, to which the High Court replies yes.

The highlight of this sentence, apart from its legal significance, is that the appeal has been admitted for its appeal, as a consequence of the regulation of the Organic Law 7/2015, which removed the quantitative limit of 600.000 euros for admission.

The rapporteur, magistrate Borrego Borrego, remember the article 117,1 de la Constitución determina quela justicia emana del pueblo” so, “el pueblo tiene derecho a que los jueces admitan un hecho de interés jurisdccional por tan poco dinero

This merger by absorption between the two financial entities, it is not done under the protection nor of the RDL 9/2009, on bank restructuring and strengthening of the own resources of credit institutions, nor the RDL 1/2010, of Government bodies and other aspects of the Legal Regime of Savings Banks, nor the RDL 18/2012, of 11 of May, on consolidation and sale of real estate assets in the financial sector, ni de laLey 9/2012, of 14 of November, for restructuring and resolution of credit institutions.

Explains Borrego Borrego, that the merger by absorption examined here was carried out under the Law 3/2009, of 3 April on structural modifications of commercial companies, whose preamble is well explanatory of the reason of the Law, y ajena a las normaspara reforzar la solvencia del sector financiero y a sanear sus balances”, (Preámbulo RDL 18/2012), y alos instrumentos adecuados para realizar la reestructuración ordenada, in its case, de las entidades de crédito que atraviesen dificultades” (Preamble Law 9/2012), purpose of the cited standards.

Thus, concluye el magistrado que La inscripción previa de activos en virtud del tracto sucesivo, as a result of the merger by absorption between Caixabank SA, (absorbing society) and Barclays Bank SAU (absorbed society), in the case of payment letter and mortgage cancellation, must be detailed according to article 611 of the Mortgage Regulation.

Lack of features

Considers that the application of the Additional Provision of the Law does not proceed 8/2012, of 30 October, for lacking such merger of the characteristics of a sanitation and restructuring operation determined in the aforementioned Law and being an ordinary case of structural modification of commercial companies, in which a, the entity Caixa Bank SA, merges and absorbs another entity, Barclays Bank SAU, of which he owns all of his share capital.

Source: the Economist.- 28/05/20.