Limits of liability in M&A transactions Limits of liability in M&A transactions
Category: corporate
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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Contributions to family holdings: current situatio […] Contributions to family holdings: current situation and unresolved issues
Family holdings have become one of the most effective tools for organising and protecting the assets of family businesses. This type of structure not only helps maintain market competitiveness but also ensures business continuity across generations, offering a more orderly and efficient framework for managing a corporate group. To achieve this objective, the creation of […]
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Multilateral Trading Systems: key aspects, regulat […] Multilateral Trading Systems: key aspects, regulation and updates from the Draft Royal Decree 2025
The trading of securities of small and medium-sized enterprises (SMEs) on Multilateral Trading Systems (MTS) is becoming increasingly common. Consequently, regulation in this area continues to evolve, adapting to the flexibility and agility required by transactions that reflect the nature of the market in which such securities are traded. In line with this trend, at […]
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Leveraged Buy-Outs (LBO): The challenge of financi […] Leveraged Buy-Outs (LBO): The challenge of financial assistance
In the world of corporate acquisitions, one of the most common yet complex structures is the LBO (leveraged buy-outs). This is a mechanism whereby an investor – typically a private equity fund or a corporate group – acquires a company primarily through external financing. What is characteristic of this model is that the purchaser usually […]
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How to carry out a corporate demerger: steps and r […] How to carry out a corporate demerger: steps and requirements
Our colleague, María Roldán, a solicitor in the Corporate Law department, previously wrote a piece focusing on the differences between a total demerger and a partial demerger. On this occasion, this article will delve deeper into the concept of the corporate demerger from a practical perspective, with the aim of understanding the documents that must […]
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M&A transactions in family businesses: distin […] M&A transactions in family businesses: distinctive keys
The prominence of family businesses in the mergers and acquisitions (M&A) market is a well-established reality in Spain. In 2023, around 43% of M&A transactions recorded in the country directly involved family-owned companies — a figure that not only reflects the importance of this type of enterprise but also demonstrates a growing trend that appears […]
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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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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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Following the articles we have published on other collective investment institutions such as Free Investment Companies and their tax benefits, as well as the monograph we published on the main vehicles for real estate investment in Spain, this time we are going to focus on closed-end collective investment entities other than venture capital firms, also […]
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Tax implications of the exit of a shareholder from […] Tax implications of the exit of a shareholder from the shareholder structure
In family businesses, it is common to find certain corporate conflicts that can be resolved with the exit of the dissatisfied partner (or partners). In this article, we will explain the tax implications of the exit of a partner from the shareholding of a business entity. This issue is covered by the Capital Companies Act […]
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The participation of individuals and legal entities in a company is done with the hope that the company will make a profit. Shareholders or partners are given the opportunity to collect the profits of the investment made in the company, established in our legal system as a mere expectation, by what we call dividends. These […]
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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?
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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Criminal liability for forgery in the minutes of c […] Criminal liability for forgery in the minutes of collegiate bodies.
Company directors may be criminally liable for the offence of falsification of a commercial document when they certify resolutions adopted at non-existent meetings or record the attendance at the meeting of shareholders who did not attend. In this sense, case law classifies the certifications of company meetings that were not even held and which, therefore, […]
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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).
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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Legal entity administrator. Basic concepts. Legal entity administrator. Basic concepts.
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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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.
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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When a group of businesses is considered to be at […] When a group of businesses is considered to be at labour level?
Many of our clients maintain a structure with various interrelated corporate organizations, but ignore exactly which are the consequences that this act can lead to. This is why we should differentiate between “a group of businesses” and “business group”. The first concept is safer in terms of the possible consequences in a labour level, while […]
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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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