Artificial Intelligence in the legal M&A sect […] Artificial Intelligence in the legal M&A sector
Category: Blog
The emergence of artificial intelligence (AI) is transforming legal practice across numerous sectors, and the field of mergers and acquisitions (M&A) is no exception. This technology has not only introduced new tools to automate repetitive tasks and analyse vast amounts of data, but it is also reshaping the way lawyers and advisers structure, negotiate, and […]
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Finance leasing, commonly known as leasing, has become a strategic financial tool for businesses looking to acquire capital goods without compromising their liquidity. This instrument not only facilitates financing but also offers significant tax benefits—particularly in the real estate sector. What is a Finance Lease? A finance lease is a contractual arrangement whereby a financial […]
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Risk Mitigation in M&A: W&I, Insurance a […] Risk Mitigation in M&A: W&I, Insurance and Earn-Out Clauses
M&A transactions entail a range of legal, financial, and operational risks that can jeopardise their success if not properly managed. In this context, risk mitigation becomes critically important, particularly for the buyer, who typically assumes the greater exposure after completion. Among the most widely used mechanisms in practice are Warranty & Indemnity (W&I) insurance and […]
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Extension of the 2025 Accounting Moratorium: legal […] Extension of the 2025 Accounting Moratorium: legal implications for commercial companies
The recent approval of Royal Decree-Law 4/2025 of 8 April introduces a new extension to the accounting moratorium concerning the legal regime of dissolution due to losses in commercial companies. This measure, effective until 31 December 2025, once again suspends the inclusion of losses incurred during the 2020 and 2021 financial years for the purposes […]
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Limitations on the use of tax loss carryforwards f […] Limitations on the use of tax loss carryforwards following a corporate acquisition
One of the tools available to companies for optimising their tax burden is the use of tax loss carryforwards. However, this mechanism cannot always be applied. Article 26.4 of Law 27/2014 of 27 November on Corporation Tax (hereinafter, the “CIT Law”) sets out a series of restrictions that prevent the utilisation of tax loss carryforwards […]
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Foundations: a tool for the promotion, investment […] Foundations: a tool for the promotion, investment and protection of art
Foundations have become a well-established legal vehicle within the art and culture ecosystem, aimed at the preservation, promotion and dissemination of artistic heritage. At Devesa, we created a dedicated Art Law practice within our legal and tax advisory services to support collectors, families with artistic assets, investors and institutions in the creation, management and legal […]
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Five-day paid leave for hospitalisation of a famil […] Five-day paid leave for hospitalisation of a family member or cohabitant: key considerations for effective management
The management of 5 days’ paid leave due to hospitalisation or serious illness of a family member or partner has become a common source of doubts and incidents in the workplace. The increase in requests in recent months has led to a notable increase in labour disputes, especially after the recent National Court Ruling No. […]
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The solidarity tax on large fortunes and its inter […] The solidarity tax on large fortunes and its interaction with the wealth tax
We are currently in the key period for filing Spain’s 2024 Income Tax and Wealth Tax (Impuesto sobre el Patrimonio, or IP) returns, which are due by 30 June. Since the 2022 tax year, however, a new companion tax has joined the calendar: the Solidarity Tax on Large Fortunes (Impuesto de Solidaridad de las Grandes […]
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Criminal compliance in the hospitality industry Criminal compliance in the hospitality industry
What is criminal compliance in hospitality? Until relatively recently, criminal compliance was mainly associated with highly regulated sectors. However, companies across a growing range of industries are adopting compliance programmes as part of their social responsibility, good governance, and commitment to transparency. Criminal compliance in hospitality businesses — such as hotels and restaurants — involves […]
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Legal criteria for identifying the existence of a […] Legal criteria for identifying the existence of a business succession
A matter that we increasingly deal with at our firm involves providing legal advice on the criteria for identifying business succession and the resulting liability of the new company for outstanding debts left by its predecessor. What is business succession? Business succession is a legal concept regulated under Article 44 of the Spanish Workers’ Statute […]
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Investment in startups: how venture capital funds […] Investment in startups: how venture capital funds work
What is venture capital and how does it invest in startups? The world of startups and venture capital has emerged as a key driver of innovation and economic transformation in recent decades. This ecosystem, powered by early-stage companies with high growth potential—primarily in the tech sector—attracts investment funds willing to take significant risks in exchange […]
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Loans from a company to its shareholder: how to pr […] Loans from a company to its shareholder: how to prevent HMRC from treating them as a benefit
Loans between a company and its shareholders: a common practice In the day-to-day operations of many companies, especially family businesses or those with a small number of shareholders, it is common to see cash movements between the company and its shareholders. Among these, loans granted by the company to its shareholders are relatively frequent. However, […]
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The strategic value of a specialised VDR in modern […] The strategic value of a specialised VDR in modern due diligence
In any merger or acquisition process, the due diligence phase is critical. For those unfamiliar with the concept, due diligence is the stage in which the buyer conducts a thorough analysis of the legal, financial, commercial, tax, operational, employment and, increasingly, environmental aspects of the target asset or company. Its purpose is to identify risks, […]
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Good faith in the calling of general meetings of s […] Good faith in the calling of general meetings of shareholders: Supreme Court judgment 282/2025
With the arrival of the usual period for holding meetings to approve the annual accounts, it is essential to recall the importance of issuing valid notices of meeting that respect the principles of good faith and the established practices within the company. Supreme Court judgment 282/2025, delivered on 20 February 2025, provides a key lesson […]
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How to legally structure an international expansio […] How to legally structure an international expansion
International expansion represents an excellent growth opportunity for any business. However, before starting this process, it is essential to establish a legal structure that ensures efficient operations and compliance with applicable regulations. What legal form should you choose for international expansion? One of the first strategic decisions is determining the legal structure under which the […]
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Why consult an art and antiques appraiser in the e […] Why consult an art and antiques appraiser in the event of an inheritance or divorce?
Handling an inheritance or divorce is often a complex and stressful process. Matters become even more complicated when the estate includes paintings or other movable property whose value is unknown. In such cases, the role of the art and antiques appraiser can be essential. The first challenge: determining the true value of the assets The […]
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Key employer obligations regarding information and […] Key employer obligations regarding information and consultation with employee legal representation
Labor relations in Spain are increasingly regulated, and one of the most underestimated risk areas for companies involves their legal obligations to inform and consult with employee legal representatives (Representación Legal de los Trabajadores or RLT). What information and consultation obligations must companies comply with? Spanish labor legislation—particularly the Workers’ Statute, the Organic Law on […]
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Tax planning and anti-avoidance measures: abuse of […] Tax planning and anti-avoidance measures: abuse of law and sham transactions
At a time when the Spanish Tax Administration’s audit activity is relentless—and supported by increasingly sophisticated control tools—it’s important to remember that not all tax savings constitute fraud. There is also the entirely legitimate concept of “freedom of choice” or “tax planning”, i.e., the right to make lawful decisions that minimize the tax impact of […]
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Digital disconnection and labor reform in Spain: k […] Digital disconnection and labor reform in Spain: key aspects of the new Article 20 bis of the Workers’ Statute
The draft bill that proposes reducing the standard workweek to 37.5 hours also includes a reform of Article 20 bis of the Workers’ Statute. This reform aims to strengthen the right to digital disconnection, expanding its scope and making it a more central element in work organization—particularly in remote work and flexible scheduling contexts But […]
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The process of acquiring a company consists of several phases, starting with the preparatory stage and continuing through due diligence. Once the due diligence is completed—providing insight into the condition of the target company—it becomes necessary to sign a share purchase agreement (SPA). This agreement sets out the terms and conditions under which the acquisition […]
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How does Organic Law 1/2025 impact the employment […] How does Organic Law 1/2025 impact the employment sphere?
Continuing the trend set in the previous year, the beginning of 2025 has brought with it significant developments in the field of labor law. Within this context of ongoing transformation, Organic Law 1/2025, of January 2, on measures concerning the efficiency of the Public Justice Service, emerges as a key milestone. It was published in […]
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Corporate restructuring operations: what is a secu […] Corporate restructuring operations: what is a securities exchange?
Corporate restructuring refers to strategic processes undertaken by companies to reorganise their organisational, financial, or legal structure with the aim of enhancing efficiency, adapting to market changes, or complying with new regulations. In an increasingly dynamic and competitive business environment, corporate restructuring has become an essential tool for ensuring the long-term viability of organisations. However, […]
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Directors’ reports and workers’ rights in mergers […] Directors’ reports and workers’ rights in mergers under Royal Decree-law 5/2023
The new legal framework for mergers in Spain: Royal Decree-law 5/2023 The entry into force of Royal Decree-law 5/2023 (RDL 5/2023), which regulates structural modifications in commercial companies, has sparked debate over the requirement for a directors’ report to be provided to workers in certain types of mergers, particularly in the context of simplified mergers […]
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Tax incentives for startups and emerging companies […] Tax incentives for startups and emerging companies
On 21 December 2022, Law 28/2022 of 21 December, on the promotion of the ecosystem for emerging companies (hereinafter, the startup law), was published. In Spain, an emerging ecosystem of startups has been developing, and with the aim of reinforcing and promoting such companies as one of the driving forces behind the recovery and modernisation […]
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The purchase and sale of insurance brokerages and […] The purchase and sale of insurance brokerages and portfolios: key aspects of the transaction
Key elements in the sale and purchase of insurance brokerages and portfolios However, beyond the figures and underlying motivations, the success of a transaction of this nature lies in the execution of a thorough due diligence process and a properly structured contract. Issues such as the transfer of personnel, identification of employment-related liabilities, and protection […]
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Convertible and/or exchangeable bonds: an essentia […] Convertible and/or exchangeable bonds: an essential tool for flexible corporate financing in the capital markets
The success of a financial transaction often depends on the ability to execute it quickly and without the delays and costs typically associated with traditional conversion methods. Companies, therefore, require mechanisms that afford them the agility and responsiveness demanded by today’s competitive environment. Among the instruments that enable companies to access various sources of financing […]
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Pre-dismissal hearing in cases of disciplinary dis […] Pre-dismissal hearing in cases of disciplinary dismissal: how should it be conducted?
With the well-known Supreme Court Judgment (STS) 1250/2024 of 18 November, the legal doctrine regarding how to carry out disciplinary dismissals has changed. Since then, before proceeding with a disciplinary dismissal, the employer must offer the employee an opportunity to defend themselves against the allegations made. Obligation to hold a pre-dismissal hearing in disciplinary cases […]
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Special depreciation plans under the Corporate Inc […] Special depreciation plans under the Corporate Income Tax
General depreciation methods under the Corporate Income Tax Act (LIS) As is known to most taxpayers, companies may deduct as an expense, for Corporate Income Tax purposes, the annual depreciation corresponding to their fixed assets (intangible assets, tangible assets, and investment property). This allows the effective annual depreciation of these assets to be treated as […]
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Can the employer set limits on the use of trade un […] Can the employer set limits on the use of trade union time credit?
Frequently, companies ask us for advice to resolve a situation that is causing them conflict: the inadequate use of the hours corresponding to the trade union credit legally recognised for people who have been validly elected as members of the legal representation of workers, either as staff delegates or as members of the works council. […]
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The importance of implementing criminal compliance […] The importance of implementing criminal compliance
Article 31 bis of the Criminal Code provides that a company may be exempted from criminal liability if it proves that it has effectively implemented a crime prevention system. To this end, the Supreme Court has stressed the need for the compliance programme to be effective, i.e. not merely formal or theoretical, but to have […]
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