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When planning M&A transactions or corporate restructurings, attention is often focused on the direct taxation of capital gains, the availability of the special tax neutrality regime for mergers and demergers, and the tax treatment of shareholders, all of which are critical considerations when making strategic decisions. However, the indirect tax implications of a transaction must […]

Within the startup ecosystem, an exit is typically the culmination of years of investment, technological development and value creation. Traditionally, a sale to an established industry operator, commonly referred to as a trade sale, has been regarded as the fastest and, in many cases, the most profitable route for founders and investors. n recent years, […]

In a recent article, we examined individual substantial modifications of working conditions (SMWCs), including what aspects of employment may be modified and the grounds required to justify such changes, the role of the Employees’ Representatives, how the measure must be communicated, and other key considerations. However, a substantial modification does not always affect a single […]

A material change to terms and conditions of employment is one of the most powerful, and sensitive, tools in employment law. When properly used, it allows an employer to adapt its organisation to new operational or technological realities without resorting to more drastic measures. However, if improperly implemented, it may be challenged before the employment […]

One of the key concerns many of our clients have when considering the sale of a company is where to begin. A company sale is a complex transaction involving multiple stages, substantial documentation and strategic decisions, all of which can have a significant impact on both the value of the deal and the likelihood of […]

The principle of equal pay has become one of the areas of employment law with the greatest practical impact on businesses in recent years. Far from being a novel issue, our legal system already includes obligations such as pay registers, pay audits, equality plans and job evaluation systems, all of which are essentially aimed at […]

When discussing M&A transactions, the focus is usually placed on multiples, EBITDA, due diligence processes or complex corporate structures, and there is a risk of overlooking the fact that a significant portion of a company’s true value lies in the people who make up the business. From a practical perspective, the greatest risk of failure […]

The taxation of a family holding company is a key issue for family businesses seeking to optimise the taxation of dividends and capital gains, protect their assets and plan for generational succession. For many years, holding structures were traditionally associated with large corporate groups. However, their use has increasingly expanded into the family business sphere. […]

Although at Devesa the majority of our clients are business owners or shareholders holding controlling interests in their companies, commercial practice regularly presents another highly common corporate reality: situations in which a minority shareholder feels entirely blocked by the power exercised by the majority shareholder within the context of a corporate dispute. These situations are common […]

In previous articles, we have analysed the key clauses of shareholders’ agreements as a fundamental instrument for preventing corporate disputes. However, there are certain mechanisms which, if included without due care, may become a genuine problem in shareholders’ agreements involving investors. Without prejudice to the fact that there are other particularly critical clauses as well […]