Reaffirmation of the “theory of the link”in the High Court: exclusion of executive directors (senior management) from employment jurisdiction. – High Court Order 12/2025, of 25 November

The High Court, in its ruling 12/2025, resolves a negative conflict of jurisdiction between the employment and commercial law courts, reaffirming the established doctrine of the “theory of the link” (or ‘single link’).

The Chamber confirms that when a senior executive performs top management and executive functions within the administrative body itself, holding positions such as chairman, director or chief executive officer, the relationship with the company is exclusively commercial in nature.

In these cases, the defining characteristics of an employment relationship (alienation and dependence) disappear, so the existence of a senior management contract is not sufficient to sustain an autonomous and differentiated employment relationship.

The High Court expressly rules on the judgment of the Court of Justice of the European Union of 5 May 2022, ruling out that it alters the internal doctrine of the single link. The Chamber clarifies that the notion of “employee” used by that court is finalistic and teleological, limited to the scope of social directives (in this case, protection in cases of insolvency), and lacks the capacity to modify the internal legal classification of the corporate relationship or to displace jurisdictional competence.

The Chamber determined that the analysis must be based on the moment of the executive’s release from office, noting the decision-making and executive supremacy of the business group held by him. On this basis, there can be no question of a continuing or reactivated employment relationship.

Order 12/2025 reinforces the consistency between the function and nature of the contractual relationship. When executive functions are exercised by the administrative body, there can be no contractual duality: the commercial relationship prevails and, with it, the jurisdiction of the commercial courts.