La solidaridad laboral en los procesos de fusión y adquisición de em-presas en Ecuador

Abstract

This study analyzes the impact of the Labor Code’s joint and several liability re-gimes on corporate reorganization operations in Ecuador. Employing a qualitative approach, the analysis-synthesis method, and a documentary review technique, the study examines the Companies Law, the Labor Code, legal doctrine, and the case law of the National Court of Justice. The objective is to determine how to legally define the scope of employers' joint and several liability without discouraging business investment. The findings indicate that while indemnification clauses are valid between the parties, they cannot be invoked against the worker; due dili-gence mitigates documented risks but does not eliminate hidden contingencies; and current case law prioritizes labor protection at the expense of predictability for acquiring entities. The study concludes that regulatory gaps exist, creating le-gal uncertainty and adverse effects on investment and employment. Recommenda-tions include introducing temporal limitations, certifying due diligence standards, and promoting financial guarantee mechanisms or liability insurance to enhance security for business owners without undermining existing labor protections