Recently enacted Royal Decree-Law 5/2023, in forcesince 30/06/2023 contains a large number of measures, among many areas, thetransposition of Directive 2019/2121 ("Company Mobility Directive")internal and cross-border structural changes or reorganization -transformation, merger, split and spin-off and global transfer of assets andliabilities - ("New Corporate Restructuring Act - RDL 5/2023") repealing Law 3/2009, dated 3 April of corporate restructuring ("2009CR Act"), although operations with reorganization projects approvedbefore entry into force of the newly enacted provisions will be governed by the2009 CR Act.

This transposition sets regulations on internationaltransformations (in the repealed 2009 CR Act these corporate changes weretreated as international transfer of the registered office) and regulates demergerswith the formation of new companies. It permits demergers in favor of existingcompanies and modifies the mergers regime. Here are the major legal developments in this field.

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