VAT in M&A transactions: When it is exempt an […] VAT in M&A transactions: When it is exempt and when the tax applies
Category: Blog
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 […]
Read article
What are killer acquisitions and what impact do th […] What are killer acquisitions and what impact do they have on startup exits?
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, […]
Read article
Substantial changes to working conditions within t […] Substantial changes to working conditions within the company (II): how to correctly implement a collective measure and a […]
Read article
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 […]
Read article
Substantial modification of working conditions in […] Substantial modification of working conditions in the company (I): how to implement an individual measure and avoid it b […]
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 […]
Read article
How does a company sale and purchase process work? […] How does a company sale and purchase process work? Phases, documents and key legal aspects you need to know
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 […]
Read article
European Pay Transparency Directive: new developme […] European Pay Transparency Directive: new developments and employer obligations in employment law
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 […]
Read article
How to protect talent and prevent loss of corporat […] How to protect talent and prevent loss of corporate value? The human factor in M&A transactions
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 […]
Read article
What tax advantages does a family holding company […] What tax advantages does a family holding company offer to a family business?
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. […]
Read article
Corporate dispute: What can a minority shareholder […] Corporate dispute: What can a minority shareholder do against the majority shareholder’s “control”?
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 […]
Read article
Call options and put options in shareholders’ agre […] Call options and put options in shareholders’ agreements: what they are and why they can ruin your company
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 […]
Read article
How to apply a Material Adverse Change (MAC) claus […] How to apply a Material Adverse Change (MAC) clause in a commercial transaction?
Material Adverse Change in contexts of geopolitical uncertainty For several years now, the international landscape has been placing commercial transactions under considerable strain. If there is one thing of which law firms such as Devesa are certain, it is that the uncertainty surrounding the evolution of the current conflict involving Iran will inevitably take its […]
Read article
Can the Labour Inspectorate enter your company wit […] Can the Labour Inspectorate enter your company without permission? Key points following the new Supreme Court ruling
If your company is located at the same address as its registered office, the Labour Inspectorate will require judicial authorisation to enter your premises. A ruling that redefines the Labour Inspectorate’s approach to the registered office The recent judgment of the Spanish Supreme Court of 14 April 2026 introduces a far-reaching issue for Spanish companies, […]
Read article
Surface rights: how to generate property income wi […] Surface rights: how to generate property income with tax efficiency
Many family business groups need to plan a balanced investment strategy, typically carried out using the surplus generated by their operating companies through dividend distributions to the group’s parent holding company. This holding company, or other entities to which the treasury is reallocated, then implements the investment plan. It is already well established how important […]
Read article
New company within a corporate group: when does th […] New company within a corporate group: when does the 15% reduced rate not apply?
For newly incorporated companies, a reduced rate of 15% applies, which has become established as one of the key tax incentives when starting new economic activities. Its practical application is giving rise to disputes with the tax authorities, particularly in cases where the company is created within a pre-existing business structure. In this context, the […]
Read article
Who is liable for banking phishing? Key points on […] Who is liable for banking phishing? Key points on liability and restitution
Burden of proof, user negligence and the European configuration of the liability regime The rise in digital fraud and, in particular, banking phishing has profoundly altered the landscape of financial institutions’ liability. We are no longer dealing with rudimentary scams. Contemporary phishing attacks combine emails, SMS messages and web pages that are almost indistinguishable from […]
Read article
How to choose your partners wisely: four lessons y […] How to choose your partners wisely: four lessons you learn over time
If there is one decision that can shape the fate of a company more than any other, it is the choice of partners. Not the first client, nor the product, nor even the funding. The partners. And yet, it is a decision that many make too hastily, overly convinced that initial enthusiasm is sufficient guarantee. […]
Read article
Does the Rental Registration Number (NRU) block sh […] Does the Rental Registration Number (NRU) block short-term tourist rentals? Legal key points
The introduction of the Rental Registration Number (NRU) has brought a new layer of control to the short-term tourist rental market and to non-tourist short-term lets. Conceived as a tool for oversight and transparency, its purpose is clear: to ensure the proper identification of properties and to strengthen control over their use, particularly on digital […]
Read article
What characterises the new European private limite […] What characterises the new European private limited company, EU Inc.?
On 18 March 2026, the European Commission formally presented the Proposal for a Regulation of the European Parliament and of the Council on the company law framework of Regime 28, known as “EU Inc.” (COM(2026) 321 final). This is a major legislative initiative, promoted following the Letta and Draghi Reports, which aims to create a […]
Read article
Culpable insolvency proceedings due to accounting […] Culpable insolvency proceedings due to accounting irregularities
Insolvency proceedings are intended to organise situations of insolvency, balancing the interests of the debtor and their creditors. However, where certain blameworthy conduct is present in the actions of the debtor or its directors, the legal system provides for the classification of the proceedings as culpable due to accounting irregularities. Among the most relevant cases […]
Read article
Guide to employment obligations in cases of corpor […] Guide to employment obligations in cases of corporate restructuring
Read article
It is increasingly common for our clients to seek legal advice in relation to corporate restructuring operations, such as mergers, demergers, absorptions, carve-outs and/or internal reorganisations. These operations form part of the growth, efficiency or market adaptation strategy of many companies. However, a significant mistake is often made: analysing these decisions solely from a financial, […]
Read article
Right of withdrawal in professional partnerships Right of withdrawal in professional partnerships
In professional partnerships, the right of withdrawal for partners operates differently from that in other capital companies. This difference is not due to a technical issue, but rather to the very nature of this type of entity: whereas in capital companies the financial element predominates, in professional partnerships the partner’s essential contribution is their personal […]
Read article
The letting of real estate and economic activity i […] The letting of real estate and economic activity in the tax reliefs for family businesses
The letting of real estate as the source of conflict in tax reliefs Under tax legislation, the letting of real estate is the only activity for which it is required to employ a person under a full-time employment contract in order for it to be regarded as an economic activity. Irrespective of the implications that […]
Read article
Compensation regime under the agency agreement as […] Compensation regime under the agency agreement as provided for in Law 12/1992 of 27 May on Agency Contracts
The compensation regime in agency contracts The agency contract is conceived as an essential instrument within the organisation and expansion of business activity, as it establishes a stable collaborative relationship between a principal and an independent agent entrusted with promoting or concluding commercial transactions on the principal’s behalf. In the Spanish legal system, this arrangement […]
Read article
The importance of properly drafting non-compete cl […] The importance of properly drafting non-compete clauses in M&A transactions
In corporate acquisition transactions, non-compete clauses are of particular importance. Their purpose is to protect the purchaser against the risk that the seller, once the price has been received, may use their knowledge of the business to compete and regain the transferred clientele. However, the recent Supreme Court judgment of 14 January 2026 (STS 17/2026) […]
Read article
The Supreme Court of Spain clarifies dismissal on […] The Supreme Court of Spain clarifies dismissal on the grounds of absenteeism: how are the time limits for unjustified ab […]
The management and monitoring of unjustified absences is one of the constant challenges faced by Human Resources departments. Until now, there has been legal uncertainty as to how to calculate the periods of “one month” or “three months” typically established in collective agreements for proceeding with disciplinary dismissal on the grounds of absence or dismissal […]
Read article
Double Taxation Agreements after BEPS: the impact […] Double Taxation Agreements after BEPS: the impact of the MLI, the PPT clause and the beneficial owner
Historically, Double Taxation Agreements (DTAs) have constituted a key instrument for structuring and planning international transactions. Thanks to the network of DTAs, entities and multinational groups are able to operate while minimising or eliminating instances of double taxation in cross-border transactions, such as payments of dividends, interest or royalties, among other items. That said, it […]
Read article
The commercial agency agreement: concept, types, o […] The commercial agency agreement: concept, types, obligations and termination
The commercial agency agreement is a consensual and non-formal contract, governed by Articles 244 to 280 of the Commercial Code, whereby one party, the agent, undertakes to carry out, on behalf and for the account of another, the principal, one or more commercial transactions. In other words, it is a commercial intermediary agreement in which […]
Read article
Multi-club ownership in professional football: opp […] Multi-club ownership in professional football: opportunities, risks and legal challenges in Spain and Europe
In the sphere of elite sport, and specifically in professional football, investment is no longer assessed solely in sporting terms. Increasingly, clubs are valued as business assets, with growth potential, operational synergies and the capacity to generate medium- and long-term returns. In this context, multi-club ownership has emerged, namely structures in which a single investor, […]
Read article
Permanent incapacity and professional sport Permanent incapacity and professional sport
The end of a sporting career may entail a lifelong permanent incapacity pension: a key judgment The careers of professional athletes, short but intense, characterised by extremely high and constant physical and mental demands, often mean that a considerable proportion of them end their careers, sooner or later, due to injuries and/or physical limitations. When […]
Read article
The will is fundamental to succession planning in […] The will is fundamental to succession planning in the family business
Family protocols and shareholders’ agreements are essential instruments for regulating the governance and transfer criteria of the family business. However, succession mortis causa (that is, the transfer of rights and assets upon death) is not governed solely by what has been agreed in such arrangements, but also by the provisions of the will and, failing […]
Read article