It is common in the business world that situations of unfair competition that occur are caused by one of the partners no administrator, or by a partner which in turn holds the post of administrator. In both cases though you can have the same gravity of the situation caused in society, but because they are different legal situations, the regulations applicable to both cases is different when it comes to correct the actions impeding competition and where appropriate compensate prejudiced society of damages.
It is considered unfair to create a parallel society with equal social order, without being authorized by the board of trustees. This is a target budget that simply perform the act of creation or participation without injury could be noted, is of disloyalty punished with the cessation of the administrator.
In case of not having enough majority to approve the removal, this must be requested at the Commercial Court of the registered office of the company referred to in Article 232 of the LSC, all without prejudice to the compensation that may correspond to the society through unfair acts.
These penalties are comparable if such acts are committed Persons working with managers, in accordance with Article 231 of the LSC:
a) The spouse of the administrator or persons with analogous relationship.
b) The ascendants, descendants and siblings of the Director or the spouse of the manager.
c) The spouses of the ascendants, descendants and siblings of the administrator.
d) The companies in which the administrator, directly or through an intermediary, fall within any of the situations described in the first paragraph of Article 42 of the Commercial Code.
e) The shareholders who, in respect of corporate manager, in any of the situations mentioned in the first paragraph of Article 42 of the Commercial Code.
Turn to keep society running out administrator, if not a majority to approve the removal, we must request a meeting to call for judicial appointment of a new administrator with the demand for resignation of the administrator.
In this situation, competition partner does not imply the exclusion from society, yet we advise our office as well as initiate action to stop the behavior of unfair competition partner and compensate the society of the damage caused by such conduct, how this partner can be separated from society
It would be desirable to separately approve the delisting resolution and immediately bring the demand for ratification of exclusion.
Disloyalty administrator, you can also specify the harvesting business for their own benefit and to the detriment of society, because of the privileged position that has the socio-administrator or just administrator, who has access to information because e office.
Other unfair behavior are those for which the Administrator is in conflict with society. We list the following behaviors:
• Conduct transactions with the company, except for routine transactions made under standard conditions for customers and of little relevance, defined as those whose information is not necessary to present fairly the equity, financial situation and the results of the entity.
• Use the name of society or their position of administrator to improperly influence the performance of private operations.
• Make use of company assets, including confidential company information for private purposes.
• Take advantage of business opportunities in society.
• Get benefits or remuneration from parties other than the company and its group associated with the performance of his duties, except in the case of mere courtesy attentions.
• Develop activities as self-employed or employed involving effective competition, actual or potential, with the company or that, otherwise, we placed on the same permanent conflict with the interests of society.
These behaviors, despite being unfair, may be authorized by the board and even ratified in order to avoid responsibility. This agreement is to abstain vote affected the socio-administrator for authorization.
Competition can also be done by a partner not being administrator, though the proximity to the management company or be seized and sensitive information from it, can perform any act aimed at the creation of another company for personal gain or well just take advantage of such information for the benefit of another company or third parties related to the partner. In this situation, competition partner does not imply the exclusion from society, yet we advise our office as well as initiate action to stop the behavior of unfair competition partner and compensate the company for damage caused by such conduct , how this partner can be separated from society through the figure of the “unwritten exclusion clause”. The Competition Act which would give us the mechanisms to defend society of competition and no administrator disloyalty partner and civil law.
The limitation of the above actions is one year since it was aware of the behavior, so it is important rapid action in defense of society.
We specialize in the application of the rules set out in the Competition Act. It is a complex standard, but of great importance because the society or company who suffers unfair competition steadily by another company or by an administrator or former employees can be found in a short time would be difficult due to the massive loss of direct revenue that could even lead to the closure of the company.
Behavior that is objectively contrary to the requirements of good faith and involving a distortion of free market competition deemed to be unfair. Unfair competition can be conducted by any person or company with or without any linkage to the company; which is why the Competition Act can be complementary to the Corporations Act in cases where competition is carried out by partners or managers or workers who have or had any connection with the affected society from unfair competition; or an individual and direct application of the Competition Act when instead of the above unfair competition is made by another company or person who does not have or have had any relationship with the company concerned.
In all cases there are a number of actions aimed to stop unfair behavior and compensate society for those damages that unfair competition has caused to society.
The legislation also prohibits any act that is done in bad faith, the acts of:
• Deception and confusion.
• Development of the effort and reputation of others.
• Violation of secrets.
• Attracting disloyal employees and customers.
• Exploitation of situations of economic dependency.
To defend the society that suffers unfair competition can perform the following actions:
• Action declaration of disloyalty.
• Action cessation.
• Action for compensation for damages.
From our office advise proactively preventing former employees, managers, administrators and even the acts of competition that might be harmful to society.
In case you are currently experiencing any of these interpose acts of unfair competition lawsuit in defense of the injured corporation, if instead it is being sued for unfair competition advice and prepare his defense.
Trademark registration and renewals. Registration of patents or innovations. Legal representation of the disturbance of the rights in this area. Defense against unfair competition.
Copyright Registry and defense against raids on copyright.