Reduction of incentive payments during temporary d […] Reduction of incentive payments during temporary disability: limits established by the Supreme Court Judgment of 16 Janu […]
Category: Blog
The linking of variable remuneration to the achievement of targets or to effective attendance has traditionally been used as a tool to incentivise productivity and reduce workplace absenteeism arising from causes such as temporary disability for work. On the basis that combating absenteeism constitutes a legitimate aim of employment policy — as stated by the […]
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The taxation of trusts in Spain: legal recognition […] The taxation of trusts in Spain: legal recognition and tax implications
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In an increasingly globalised world, transnational legal and tax structures have become common instruments in international wealth planning. Among them, the trust stands out for its flexibility and utility in asset management, succession planning and family wealth structuring. However, its tax treatment in Spain presents significant challenges, owing to the absence of formal recognition within […]
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Vehicles for investment in art: foundations and as […] Vehicles for investment in art: foundations and associations vs personal assets
Investment in art increasingly gives rise to legal and tax considerations where a collection ceases to be merely a matter of personal interest and becomes part of a broader wealth planning strategy. March transforms Madrid into a veritable hub of the art market: ARCO serving as an international barometer and, alongside it, fairs such as […]
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Directors’ remuneration: key legal considerations […] Directors’ remuneration: key legal considerations and risks
The remuneration of company directors is a recurring issue in Spanish corporate law, owing to the constant evolution it has undergone as a result of the various interpretations adopted by the Supreme Court. For unlisted companies, which constitute the majority of the Spanish business fabric, the existence of an improperly structured remuneration system may give […]
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Unjustified capital gains: recent case law of the […] Unjustified capital gains: recent case law of the Supreme Court
Unjustified Capital Gains constitute one of the most common grounds for adjustment in Personal Income Tax (IRPF) where the Tax Authorities identify undeclared assets or rights in the course of a review or inspection procedure. Throughout this post, we shall examine the most recent judgments of 27 November 2025 delivered by the Supreme Court (appeals […]
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Pre-existing clauses that may condition an M& […] Pre-existing clauses that may condition an M&A transaction
In many company sale transactions, the main point of friction is not, in some cases, the price or the financial structure of the deal. Nor is it usually a lack of market interest or business potential. In practice, it is often specific contractual clauses that end up decisively conditioning the viability of the process. Frequently, […]
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Can companies dismiss employees due to the impleme […] Can companies dismiss employees due to the implementation of Artificial Intelligence (AI)?
The emergence of artificial intelligence (AI) in the business environment is generating profound transformations in production models and work organisation. Advanced automation tools are enabling many companies to optimise processes, reduce costs and improve operational efficiency. Against this backdrop, a key labour-law question arises: can the implementation of artificial intelligence justify an objective dismissal? The […]
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Change of tax residence and exit tax for individua […] Change of tax residence and exit tax for individuals
In today’s world, it is increasingly common for individuals involved in business projects or holding significant financial assets to change their tax residence. As a result, taxpayers who are tax residents in Spain may lose that status due to long-term or even permanent relocations to other jurisdictions, whether in search of more favourable tax regimes […]
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Are electronic means valid for complying with the […] Are electronic means valid for complying with the MASC requirement?
Organic Law 1/2025 and the new procedural admissibility requirement in civil and commercial matters The entry into force of Organic Law 1/2025 of 2 January on measures to improve the efficiency of the Public Justice Service (LO 1/2025) has brought about a substantial change in access to civil and commercial jurisdiction. As of 3 April […]
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Free depreciation for renewable energy investments […] Free depreciation for renewable energy investments: Royal Decree-Law 16/2025 of 23 December
In recent financial years, taxation related to investments in the energy transition has gained increasing relevance as a corporate income tax planning tool. Among the available incentives, free depreciation applicable to certain investments that use energy from renewable sources stands out for its direct impact on companies’ tax results, as it allows a significant acceleration […]
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Supreme Court Judgement 1713/2025 of 26 November 2 […] Supreme Court Judgement 1713/2025 of 26 November 2025: legal certainty for shareholders’ agreements on qualified m […]
The recent Supreme Court Judgment No. 1713/2025 has established a doctrine with significant practical impact in relation to shareholders’ agreements (pactos parasociales), in this case, shareholders’ agreements entered into by company members. Rather than merely reaffirming existing criteria, the judgment provides legal certainty in private corporate relationships and offers practical guidance for avoiding disputes between […]
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Data protection in the employment relationship: a […] Data protection in the employment relationship: a practical guide for SMEs
When addressing data protection in the employment relationship, from the moment a company collects a name, an email address, a telephone number or an IP address, it automatically falls within the scope of the General Data Protection Regulation (GDPR) and Organic Law 3/2018 on the Protection of Personal Data and the Guarantee of Digital Rights (LOPDGDD). This marks […]
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What labour law developments should companies revi […] What labour law developments should companies review in 2026?
The new year has begun, and we would like to take this opportunity to inform and warn companies about those labour law developments in respect of which we recommend carrying out a review and forward planning, given that they will be subject to increased scrutiny by the Labour and Social Security Inspectorate (Inspección de Trabajo y Seguridad […]
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Industrial design: the legal tool that protects yo […] Industrial design: the legal tool that protects your products against copying
In an increasingly competitive global market, safeguarding the aesthetic appearance of products is just as important as protecting their functionality or their brand. Industrial design is a legal right that grants businesses exclusive protection over the external appearance of a product, preventing third parties from imitating it or marketing copies without authorisation. For this reason, […]
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The application of Article 37.1.b) of the Personal […] The application of Article 37.1.b) of the Personal Income Tax Act to the transfer of shares or equity interests in unlis […]
The transfer of shares or equity interests in unlisted entities is a common transaction in closely held companies and in businesses with a strong family character. Despite its frequent occurrence, this type of transaction entails significant tax complexities arising from the application of Article 37.1.b) of Law 35/2006, of 28 November, on Personal Income Tax […]
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Abusive penalty clauses and nullity in contracts b […] Abusive penalty clauses and nullity in contracts between companies
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
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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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