Category: Company Law
The current Companies Act provides for several possible management structures for a public limited company (plc) or a private limited company (Ltd). Management structures for a public limited company or private limited company The following management structures are provided for by law: That said, certain particular rules apply depending on whether the company is a […]
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Legal considerations for internationalising your b […] Legal considerations for internationalising your business
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The expression “evolve or die” perfectly reflects the reality facing Spanish businesses today. The decision to internationalise your business is essential if a company is to grow and avoid being overtaken by the relentless forces of globalisation. However, alongside significant competitive advantages, international trade also entails a number of legal risks that must be carefully […]
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International sale of goods: the importance of a w […] International sale of goods: the importance of a well-drafted contract in export and import transactions
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International sale of goods as the legal foundation of cross-border transactions An international sale of goods forms the fundamental legal basis on which export and import transactions can be carried out with legal certainty. This type of contract is the legal instrument that enables the parties to anticipate the risks and contingencies inherent in any […]
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A D&O insurance policy (short for directors’ and officers’ liability insurance) is an insurance contract designed to cover the civil liability of directors and senior officers arising from the performance of their duties. Scope of cover under a D&O insurance policy D&O insurance policies cover losses resulting from acts or omissions by directors or senior […]
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Unfair competition: the post-termination non-compe […] Unfair competition: the post-termination non-compete covenant
In this article, we briefly explain a little-known contractual provision relating to unfair competition which may be of considerable value to businesses whose employees, having received specialist training and become essential to the company, are subsequently recruited by competitors or decide to establish their own competing business. This provision is known as the post-termination non-compete […]
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When Is the purchaser protected where essential as […] When Is the purchaser protected where essential assets are sold without shareholder approval?
The recent Supreme Court Judgment No. 881/2026 of 9 June clarifies the legal consequences for a purchaser where a company’s directors dispose of essential assets without obtaining the prior approval of the general meeting of shareholders. The Supreme Court confirms that the authorisation required under Article 160(f) of the Spanish Companies Act (Ley de Sociedades […]
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Limits on the right to request a supplement to the […] Limits on the right to request a supplement to the notice convening a general meeting
Judgment No. 140/2026 of 15 April delivered by the Madrid Provincial Court addresses one of the issues most frequently arising in connection with the convening of a general meeting of shareholders: the extent of the review that the management body may undertake where a minority shareholder requests a supplement to the notice convening a general […]
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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, […]
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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 […]
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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 […]
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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 […]
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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 […]
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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 […]
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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. […]
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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 […]
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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 […]
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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 […]
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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 […]
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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) […]
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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 […]
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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, […]
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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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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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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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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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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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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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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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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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