About takeover bids: What are they and how do they […] About takeover bids: What are they and how do they work?
Category: Company Law
Takeover bids in Spain represent a crucial mechanism within the legal and financial framework for the acquisition of shares of listed companies in the Spanish market. What is a takeover bid? A takeover bid is a transaction whereby all the shareholders of a listed company are offered to acquire its shares or any securities that […]
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The international joint venture agreement as a for […] The international joint venture agreement as a formula to internationalise a business
Many clients come to law firms to tell us that they intend to manufacture their products abroad or to internationalise their business by selling their products or services in other markets they do not yet reach. On many occasions, moreover, clients tell us that they want (or need) to internationalise their activity with a local […]
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How can I protect my clients, suppliers and employ […] How can I protect my clients, suppliers and employees in cooperation agreements with third parties?
Entering into partnerships with third parties outside our company is key to business growth, enabling companies to leverage synergies, expand market reach and improve operational efficiency. However, in most cases, these agreements involve third parties having access to sensitive data about our organisation, such as our network of clients, suppliers or employees. Therefore, in addition […]
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Usufruct of shares: rights of the bare owner and t […] Usufruct of shares: rights of the bare owner and the usufructuary
In the corporate life of public limited companies, we often encounter the existence of a real right of usufruct over certain shares. This is usually, but not always, preceded by inheritance processes within family companies. When there is a usufruct of shares, two profiles come into play: the bare owner and the usufructuary. In this […]
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What is a business code of ethics and why is it im […] What is a business code of ethics and why is it important?
At the heart of the fabric of any company, large or small, is a set of core values that guide its behaviour and decision-making. These values not only define the company’s identity, but also shape its relationship with clients, employees, partners and society at large. One of the most solid pillars underpinning these values is […]
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What can be contributed to the capital of a commer […] What can be contributed to the capital of a commercial company in addition to money?
It is not uncommon for those who are considering setting up a company or increasing its share capital to have doubts about what can be contributed to the share capital of a company, apart from money (and enthusiasm). In technical terms, the question here is what can be considered legally valid as a non-monetary contribution, […]
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Who is entitled to attend a General Meeting? Who is entitled to attend a General Meeting?
The Shareholders General Meeting is the sovereign body of trading companies, and its powers include such important competences as the approval of the company’s annual accounts and the appointment and removal of its directors. Regulation of the entitlement to attend a Shareholders General Meeting by the Corporate Enterprises Act The Corporate Enterprises Act regulates the right of […]
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Corporate actions in the event of the death of a m […] Corporate actions in the event of the death of a member of the board of directors
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What should I do in the event of the death of a member of the board of directors of my company? The loss of a company administrator due to death is an event that occurs frequently and for which foresight is essential to avoid the paralysis of the company’s activities. When the sole director or […]
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REIT as a problem-solving tool in family businesse […] REIT as a problem-solving tool in family businesses: tax advantages and legal regime
One of the common grounds for disputes within the family businesses, especially when it comes to the second or third generation, is the distinction between partners who participate in the management or activity of the company, and partners who do not. It is normal that, either because of capacity or quantity, not everyone can obtain […]
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Representation and Warranties Insurance in M& […] Representation and Warranties Insurance in M&A transactions
It is becoming increasingly common to use representation and warranties insurance policies (known as R&W insurance or W&l insurance) in M&A transactions. These insurances allow the compensation that the seller must pay to the buyer, for certain damages caused because of the breach of contract, to be paid directly by an insurer in exchange for […]
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Legal adviser: Which companies are obliged to appo […] Legal adviser: Which companies are obliged to appoint one?
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The legal adviser to the administrative body is a figure regulated by Law 39/1975 of the 31st of October, still in force, whose function is to advise on due compliance with the legality of the adopted Agreements. That said, and although it is applicable to any administrative body (sole administrator, several joint/solidary administrators and/or Board […]
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Is it necessary to disburse 3,000 EUROS to set up […] Is it necessary to disburse 3,000 EUROS to set up a limited liability company?
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Without prejudice to the possibility of not providing proof of the reality of the contributions in Limited Liability Companies in accordance with art. 62. 2 of Article 62 of the Consolidated Text of the Capital Companies Act – a matter that was already dealt with in a previous post – the fact is that the […]
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Comfort letter or sponsorship letter. Concept and […] Comfort letter or sponsorship letter. Concept and purposes.
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What is a comfort letter? A comfort letter or sponsorship letter is a commercial contract, by virtue of which one of the parties (issuer or sponsor) responds and/or guarantees the other (beneficiary or sponsored party) against third parties and regarding specific obligations. It would fall within the legal business of guarantee. It is also sometimes […]
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How to distinguish between the civil and commercia […] How to distinguish between the civil and commercial nature of a sales contract and what does this distinction imply.
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Although there is currently no single line of jurisprudence and doctrine, it is certain that, following the conditions of Article 325 of the Code of Commerce – which must be put in connection with Article 1. 445 of the Civil Code, which defines the contract of sale – the nature of the sale contract’s differentiation […]
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The Golden Share (or how to guarantee State contro […] The Golden Share (or how to guarantee State control in privatized companies).
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When the State decides to dispose of its shareholdings and leave them – totally or partially – in private hands, there is no guarantee that the services of public interest that these companies offered will be sufficiently protected. For this reason, several of the States that privatized their public companies (energy, gas, telecommunications, electricity, airlines, […]
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In today’s blog post for Devesa & Calvo Abogados Alicante and Valencia, I am going to refer to the “drag along” clause, also known as drag along right. This type of clause is often used in our professional practice to protect those clients who wish to have the possibility of closing a good business deal […]
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¿Qué es un warrant? Un warrant es un título valor negociado en un mercado oficial de valores que otorga a su titular el derecho (pero no la obligación) de comprar o vender una determinada cantidad de un activo, denominado “activo subyacente”, a un precio fijo y durante un plazo determinado. El activo subyacente puede consistir […]
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Zombie Companies: Implications of corporate inacti […] Zombie Companies: Implications of corporate inactivity.
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It is not unknown that some businessmen have opted over the years to leave their companies “inactive” when, in fact, they should have opted for their dissolution and liquidation before they became the so-called “Zombie Companies”. The purpose of this decision was none other than to avoid considerable dissolution and liquidation costs (basically, the formal […]
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Legal entity administrator. Basic concepts. Legal entity administrator. Basic concepts.
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There are many doubts that arise when deciding to appoint a legal entity administrator of another company and, for this reason, the matter should be studied in depth before making decisions. Mainly, administrators (or potential administrators) are usually interested in this option to try to protect themselves regarding the liabilities that may arise from its […]
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What documentation is the entrepreneur required in […] What documentation is the entrepreneur required in order to request an insolvency proceeding?
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According to the law the insolvency proceeding request must be accompanied by all the documents deemed necessary to prove the existence of an insolvency state, such as annual accounts, balance sheets, audit report, payment requests, constraints, embargoes, debt certificates from the Treasury and Social Security etc… In addition, the legislative text lists which documents must […]
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The figure of the Sole Manager in the Temporary Un […] The figure of the Sole Manager in the Temporary Union of Companies (UTE’s).
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The only legal provision referring to the U.T.E’s organization mode is the requirement of “Single Manager” figure, which is constituted as the single representative entity of the temporary union and, therefore, will have representation powers in the negotiation and procedure areas. In the applicable legislation, we can find the following references to this figure: “There […]
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The Agency Contract, what is it and what is it for […] The Agency Contract, what is it and what is it for.
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The Agency Contract is regulated in Law 12/1992 of the 27th of May, which was promulgated due to the obvious necessity of differentiating the Agent from other similar figures that, still today, can cause confusion. Article 2 of this law defines the Agency Contract as the one by which “a natural or legal person, referred […]
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The Register Book of Partnership or Register Book […] The Register Book of Partnership or Register Book of Contracts between the Single-Member Company and Sole Shareholder.
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Should a Single-Member Company present a Register Book of Partners or Register Book of Nominative Shares? It is known, that the administrative body of limited liability companies is obligated to maintain and present a Registration book of Partners, which should contain as follows: (i) the statement of the shares (complete identification, nationality, and address) and […]
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Compensation for clients in the agency contract. Compensation for clients in the agency contract.
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The article 28 of the agency contract’s Law (Ley de Contrato de Agencia, “LCA”) establishes that “… when the agency contract extinguishes for either a fixed or indeterminate period of time, the agent which has provided new clients to the entrepreneur or that has increased noticeably the operations with the pre-existing clients, will have the […]
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Submission to arbitration in commercial contracts. […] Submission to arbitration in commercial contracts.
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It is common in the commercial contracts, collaboration agreements between companies, and agreements of intention, that contractual parties in addition to regulating the main business purpose, individual obligations, contractual terms, resolution causes, or confidentiality duties, they also have to agree before which jurisdiction they will submit to settle the controversies that may arise in the […]
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The promissory note in asset acquisition operation […] The promissory note in asset acquisition operations.
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The promissory note is an instrument used oftentimes in international operations for asset acquisitions, by virtue of which one part (issuer) undertakes to finance the other (beneficiary) a certain amount of money. Although the common thing is that the promissory note makes the funds available in favour of the beneficiary upon prior fulfilment of certain […]
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When the insolvency proceeding is considered guilt […] When the insolvency proceeding is considered guilty.
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Article 163 of the Bankruptcy Law states that the bankruptcy must be declared either fortuitous or guilty. Although the Law does not define fortuitous bankruptcy, Article 164 exhaustively regulates the so-called guilty bankruptcy, considering that its declaration applies if, within the two years prior to the date of declaration of the bankruptcy, there was fraud […]
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Which claims are paid first in insolvency proceedi […] Which claims are paid first in insolvency proceedings?
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When a company is involved in insolvency proceedings, the first task is to classify the creditors’ claims, because it is essential to determine who will recover its claims from the bankrupt company first. Firstly, a distinction is made between the bankruptcy claims (“créditos concursales”) and claims against the estate (“créditos contra la masa”). Bankruptcy claims […]
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Less than a year ago, Article 62nd of the Consolidated Text of the Spanish Companies Law (“SCL”) was amended, introducing a new section, the current section 2, which has been integrated into the article on the basis of section 1 of Article 2 of Act 11/2018 of December the 28th, which amends the Commercial Code, […]
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The so called “pre-bankruptcy proceeding” in Spain […] The so called “pre-bankruptcy proceeding” in Spain during the State of Alert
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Article 5 of the Bankruptcy Law states that “the debtor must request the declaration of bankruptcy within two months counted from the date on which it knew or should have known about the insolvency”. However, Article 43 of the very new Royal Decree Law 8/2020 of March 17th establishes that while the state of alert […]
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