Abusive penalty clauses and nullity in contracts b […] Abusive penalty clauses and nullity in contracts between companies
Category: Blog
Freedom of contract and its limits in business-to-business contracting: abusive penalty clauses In negotiations between companies, the principle of freedom of contract recognised in Article 1255 of the Spanish Civil Code prevails, allowing the contracting parties to freely determine the content of the contract provided that it is not contrary to the law, morality or […]
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Planning business succession: two key tools every […] Planning business succession: two key tools every entrepreneur should know
Business succession is one of the most delicate issues, and often the most frequently postponed, by founding partners and entrepreneurs. However, experience shows that failing to plan in good time can lead to deadlock situations, family disputes, legal uncertainty and even jeopardise the continuity of the business. Although we have already discussed in several posts […]
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Lock-up: an essential tool in the governance of co […] Lock-up: an essential tool in the governance of companies accessing the capital markets
In the complex ecosystem of the capital markets, where perception and confidence are intangible assets whose value is difficult to quantify, the lock-up mechanism stands as a fundamental governance and safeguard tool for companies seeking admission to trading. Accordingly, when a company decides to go public or to bring in significant investors, it is customary […]
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Digital disconnection: the protocol that all compa […] Digital disconnection: the protocol that all companies must implement
Occupational risk prevention (ORP) is one of the critical pillars of personnel management in any company, particularly due to the potential liabilities arising from non-compliance in this area. Within psychosocial risks, digital disconnection has gained increasing prominence because of its direct impact on occupational health and the monitoring of working time. In previous articles we […]
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Artistic legacy: how to manage the future of a col […] Artistic legacy: how to manage the future of a collection
Receiving a legacy of works of art can be an extraordinary cultural opportunity, but also a multidisciplinary challenge that brings together legal, tax, ethical and conservation considerations. Far from being a mere act of asset transfer, managing an artistic legacy involves preserving the donor’s memory, safeguarding the integrity of the pieces and deciding on their […]
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International tax transparency: an increasingly re […] International tax transparency: an increasingly relevant regime in the face of growing profit relocation
In the current environment where business groups can operate simultaneously in multiple jurisdictions, structuring their investments in many cases through holding entities located abroad, the correct application of international taxation has become a critical factor for the prevention of unassessed risks. A mechanism that is currently unfamiliar to Spanish taxpayers, although with a significant potential […]
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Chain subcontracting in construction: real risks a […] Chain subcontracting in construction: real risks and current criteria of the Labor Inspectorate (ITSS)
Chain subcontracting is a common practice and, in many cases, necessary for carrying out complex projects in the construction sector. However, it is also one of the main sources of penalties, work stoppages, and joint liability arising from actions by the Labor and Social Security Inspectorate (ITSS). In this analysis we address the real risks […]
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Hotel contracts: management agreement, lease agree […] Hotel contracts: management agreement, lease agreement and hotel franchise agreement
Hotel contracts acquire special relevance in a context in which tourism in Spain is one of the most profitable sectors with the greatest economic projection, particularly foreign tourism. According to the Ministry of Industry and Tourism, expenditure by international tourists exceeded 105 billion euros up to September 2025, 7% more than in the same period […]
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Key considerations for business in light of the La […] Key considerations for business in light of the Labour Inspectorate’s Strategic Plan 2025-2027
Understanding the new Strategic Plan of the Labour and Social Security Inspectorate 2025-2027 The recent publication of the Strategic Plan of the Labour and Social Security Inspectorate (ITSS) for 2025–2027 marks the start of a new cycle of inspection activity characterised by digitalisation, large-scale data analysis, and increased specialisation in specific sectors and organisational models. […]
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Taxation of the seller in the sale of a company: i […] Taxation of the seller in the sale of a company: individual shareholder vs holding company shareholder
Taxation-wise, the sale of a company can be one of the most significant decisions in an entrepreneur’s business life. It is not merely the completion of a corporate transaction, but rather the culmination of years of effort, strategy, and value creation. For this reason, the seller’s tax position in the transaction is also crucial. In […]
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Murcia High Court: The mass cloning of computer eq […] Murcia High Court: The mass cloning of computer equipment may constitute a violation of fundamental rights
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Violation of fundamental rights in inspection actions on computer equipment The Murcia High Court has issued a ruling on 16 October 2025, in a case handled by our firm, which represents a significant milestone in the judicial oversight of inspection actions when they affect the entire contents of computer equipment. The Court declares that the […]
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Venture capital funds: what they are, what they ar […] Venture capital funds: what they are, what they are for and how they are formed
Venture capital funds (VCFs) have become a key instrument for corporate financing, particularly in innovative and high-growth sectors such as technology, biotechnology, renewable energy and the digital economy. Through these vehicles, professional investors channel resources into companies with high potential, taking on greater risk in exchange for the possibility of higher returns than those offered […]
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The tax regime of ETVEs: a strategic tool in the i […] The tax regime of ETVEs: a strategic tool in the international tax planning of corporate groups
A Foreign Securities Holding Company (hereinafter, ETVE by its Spanish acronym) is a Spanish company whose principal purpose is the management and administration of shareholdings in non-resident entities. The main appeal of these entities lies in their favourable tax treatment, since, provided certain requirements are met, dividends and capital gains derived from their foreign subsidiaries […]
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Search Funds: an investment and business continuit […] Search Funds: an investment and business continuity route with great potential
In recent years, the Search Fund model has gained increasing prominence in the European investment landscape, particularly within the Spanish market. This structure enables a professional with managerial experience to identify, acquire and manage an established company, backed by the financial and strategic support of a group of specialised investors. At DEVESA, we advise the […]
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Introduction to liability limits in M&A transactions One of the main concerns for both buyers and sellers in M&A and corporate acquisition transactions is defining the temporal and monetary limits within which the seller will be liable for any damages or contingencies arising from events prior to the transaction. The establishment of these limits is […]
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Corporate groups and the tax consolidation alterna […] Corporate groups and the tax consolidation alternative
Tax consolidation has become a key tool for many corporate groups which, as they have grown and diversified their activities across different companies, now structure their organisation through a parent company acting as the group’s holding entity. This is the structure commonly used by well-established family groups, and it can be achieved through corporate reorganisation […]
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The criminal liability of family-owned SMEs in emp […] The criminal liability of family-owned SMEs in employment matters: the hidden risk behind a workplace accident
The culture of prevention in family-owned SMEs In many family-run small and medium-sized enterprises (SMEs), the culture of prevention relies more on trust than on formal protocols. “Here, everyone knows what needs to be done” However, when a serious workplace accident occurs, that trust carries little weight: what matters before a judge is not what […]
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Criminal compliance in the agri-food industry Criminal compliance in the agri-food industry
Corporate criminal liability in the agri-food industry Following the reform of the Spanish Criminal Code introduced by Organic Law 5/2010 of 22 June, Spanish legislation recognises the criminal liability of legal persons in cases expressly provided for by law. A company may be held criminally liable for offences committed in its name, on its behalf, […]
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Upcoming developments in working time recording Upcoming developments in working time recording
Following the failure to approve the reduction of the standard working week to 37.5 hours, the Ministry of Labour and Social Economy has initiated the urgent processing of a new Royal Decree to regulate working time recording, which is expected to be approved at the next meeting of the Council of Ministers. This new Royal […]
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Contributions to family holdings: current situatio […] Contributions to family holdings: current situation and unresolved issues
Family holdings have become one of the most effective tools for organising and protecting the assets of family businesses. This type of structure not only helps maintain market competitiveness but also ensures business continuity across generations, offering a more orderly and efficient framework for managing a corporate group. To achieve this objective, the creation of […]
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The Business Judgement Rule as a procedural shield […] The Business Judgement Rule as a procedural shield for directors and company officers
The Business Judgment Rule (BJR) constitutes one of the fundamental pillars in delineating the liability of company directors. It recognises business discretion as an inherent component of corporate management and governance, while simultaneously establishing a framework of protection against potential claims arising from business decisions that ultimately prove unsuccessful. It is important to highlight that […]
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Multilateral Trading Systems: key aspects, regulat […] Multilateral Trading Systems: key aspects, regulation and updates from the Draft Royal Decree 2025
The trading of securities of small and medium-sized enterprises (SMEs) on Multilateral Trading Systems (MTS) is becoming increasingly common. Consequently, regulation in this area continues to evolve, adapting to the flexibility and agility required by transactions that reflect the nature of the market in which such securities are traded. In line with this trend, at […]
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Leveraged Buy-Outs (LBO): The challenge of financi […] Leveraged Buy-Outs (LBO): The challenge of financial assistance
In the world of corporate acquisitions, one of the most common yet complex structures is the LBO (leveraged buy-outs). This is a mechanism whereby an investor – typically a private equity fund or a corporate group – acquires a company primarily through external financing. What is characteristic of this model is that the purchaser usually […]
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Is it possible to pay wages in cryptocurrencies in Spain? Cryptocurrencies are booming and, unsurprisingly, we have already discussed them in this blog in articles such as this one on cryptocurrencies and Transfer Tax, and this one on their taxation under Corporate Income Tax. Today we address a question increasingly present in business debates: can […]
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Real estate leasing as an economic activity: updat […] Real estate leasing as an economic activity: update on recent case law
As already discussed in several previous posts, and in particular in the post authored by my colleague Hipólit Borrás i Cantó, which we now update in light of recent case law, the tax classification of real estate leasing remains a crucial issue for family businesses and asset-holding companies in Spain. As previously noted (without intending […]
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Social Security and employment contingencies in th […] Social Security and employment contingencies in the transport sector: What companies must anticipate
The transport sector is a cornerstone of the Spanish economy, but it is also one of the sectors that accumulates the most employment-related disputes and Social Security issues. For medium-sized companies —fleets, logistics operators, or specialised carriers— these employment contingencies are not mere formalities: they can translate into penalties, additional costs, and litigation. This article […]
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How to carry out a corporate demerger: steps and r […] How to carry out a corporate demerger: steps and requirements
Our colleague, María Roldán, a solicitor in the Corporate Law department, previously wrote a piece focusing on the differences between a total demerger and a partial demerger. On this occasion, this article will delve deeper into the concept of the corporate demerger from a practical perspective, with the aim of understanding the documents that must […]
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Posted Workers in the EU: guaranteed rights and em […] Posted Workers in the EU: guaranteed rights and employer obligations
An increasing number of Spanish companies are entering into service provision contracts in other Member States of the European Union, thereby raising the number of posted workers within the EU. This practice involves the temporary secondment of employees to carry out services in the host country. Although the employment relationship continues to be governed by […]
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Tax equality for non-EU taxpayers: deduction of ex […] Tax equality for non-EU taxpayers: deduction of expenses in the non-resident income tax (IRNR) on Spanish rental income
Non-EU taxpayers who earn income from renting property in Spain have been at a disadvantage for years compared to EU residents. While the latter could deduct expenses related to the lease—such as mortgage interest, property tax, or repairs—non-EU residents were required to pay tax on gross income under the Non-Resident Income Tax (IRNR). This situation […]
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Cryptocurrencies and transfer tax (ITP): a new fro […] Cryptocurrencies and transfer tax (ITP): a new front in Spanish taxation
The interpretation of the Directorate-General for Taxation (DGT) Cryptocurrencies and ITP have become a central debate in the Spanish tax system. The expansion of crypto-assets has tested the limits of tax and legal frameworks. In Spain, the DGT — according to binding consultation V0935-25 — is consolidating an interpretation that directly affects the use of […]
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