Transparency reaches limited liability companies: […] Transparency reaches limited liability companies: key changes in share ownership
Category: mercantil
On 9 July 2025, the National Anti-Corruption Plan was made public, a project which, if fully implemented, will have a major impact on Spanish corporate law. Among its different components, Component 9.4 stands out, proposing that the ownership of shares in Limited Liability Companies (Sociedades de Responsabilidad Limitada, S.L.) – the most common corporate form […]
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The importance of non-compete clauses in business […] The importance of non-compete clauses in business transfers
In the context of business acquisitions, non-compete clauses are an essential covenant to protect the purchaser. These agreements stipulate that the seller will refrain, for a defined period and within a specified territory, from engaging in activities that compete with the transferred business. Their primary purpose is to prevent the seller, after completion of the […]
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Organic Law 2/2024: Spain takes a major step again […] Organic Law 2/2024: Spain takes a major step against the glass ceiling
On 22 August 2024, Organic Law 2/2024 of 2 August, also known as the Parity Law, came into force. This legislation marks a turning point in gender equality in leadership roles, both in the public and private sectors. The law transposes into Spanish law Directive (EU) 2022/2381 on improving gender balance on the boards of […]
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What is an escrow agreement in an M&A transac […] What is an escrow agreement in an M&A transaction? Definition, mechanism, and advantages
In this article, we analyse the key aspects of escrow agreements. In any company acquisition process, one of the main concerns for both buyers and sellers is ensuring that the terms agreed in the sale and purchase agreement (SPA) are properly fulfilled. To this end, mechanisms that safeguard those obligations and minimise risk for both […]
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Artificial Intelligence in the legal M&A sect […] Artificial Intelligence in the legal M&A sector
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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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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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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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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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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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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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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The prohibition of competition by directors: a mec […] The prohibition of competition by directors: a mechanism to prevent unfair competition
Corporate governance carries with it a great deal of responsibility. A major concern is the potential conflict of interest of directors. In certain cases, a director could take advantage of his position to establish his own company, which is a direct competitor of the company he manages, thus diverting business opportunities or valuable resources to […]
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What is the Lombard Loan? The lombard loan is a type of collateralised legal transaction. Under it, the borrower offers the lender, as collateral, a security. This security may be enforceable in the event of non-compliance with the agreed repayment terms of the loan (or credit, because it can also be structured in this way). […]
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Key aspects to consider before creating a cooperat […] Key aspects to consider before creating a cooperative
Some entrepreneurs get carried away by the fiscal attractiveness of the cooperative legal form and decide to choose it as their corporate form without delving into all the conditioning factors involved. However, setting up a cooperative requires a good understanding of its fundamental principles, especially the open-door principle, which guarantees voluntary membership without discrimination of […]
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How can I protect my company’s intangibles? How can I protect my company’s intangibles?
A company’s intangible assets, such as trade secrets, employee knowledge, reputation, intellectual property and technology, are among the most valuable assets for companies in the digital business environment. According to estimates, intangible assets account for 90% of the value of the US S&P 500 stock index. In addition, digital transformation confronts companies with emerging risks, […]
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How are VAT taxes applied to services provided by […] How are VAT taxes applied to services provided by individual CEO advisors to commercial companies?
Undoubtedly, the VAT taxation of services provided by individual Chief Executive Officers to commercial companies is one of the most controversial issues faced by companies and entrepreneurs on a daily basis, and as such, it generates significant interest.
For years, the uncertainty about the correct way to issue an invoice […]
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How BME Growth can be the perfect solution for you […] How BME Growth can be the perfect solution for your company’s future: frequently asked questions and key benefits
BME Growth is the stock market par excellence designed for SMEs seeking strategic opportunities for expansion and growth. This market has established itself as an essential tool for companies wishing to make the leap to the stock market, gaining access to new sources of financing that will enable them to remain competitive in an increasingly […]
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Liquidity management in the special tax regime for […] Liquidity management in the special tax regime for REITs
Real Estate Investment Trusts (REITs) are a type of company whose main activity focuses on the acquisition, development and refurbishment of urban real estate for rental purposes. Legally, the legal regime for this type of company is set out in Law 11/2009, of 26 October, which regulates Real Estate Investment Trusts (hereinafter referred to as […]
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Launching a start-up: 4 legal tips for entrepreneu […] Launching a start-up: 4 legal tips for entrepreneurs
Launching a start-up is an adventure full of challenges, opportunities and crucial decisions that can define the success or failure of a company from the very beginning. In Spain, the legal and fiscal framework for companies that meet the characteristics of a start-up has a series of particularities that every entrepreneur should be aware of […]
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Investment in works of art through Free Investment […] Investment in works of art through Free Investment Companies (SILs)
Why are wealthy individuals starting to use SILs (Free Investment Companies) to manage their wealth? It is not surprising that more and more families with extensive wealth are opting to structure their investments through figures such as the Free Investment Company or SIL. The strict control that the tax administration is carrying out with the […]
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Tax advantages of making investments through SCRs […] Tax advantages of making investments through SCRs or venture capital companies
The investment industry is continuously growing in Spain and gaining more and more weight. In our recent publications, we have tried to explain the main characteristics of some investment vehicles such as the Free Investment Companies or Closed-Ended Investment Companies (SICC). Along the same lines, in this article we are going to analyse the tax […]
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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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What happens if I transfer my shares without respe […] What happens if I transfer my shares without respecting the right of pre-emptive acquisition?
In limited liability companies, as a general rule, the transfer of shares is subject to a number of restrictions in order to protect the stability of the company by avoiding uncontrolled changes in the ownership of the share capital. These limitations on the transfer of shares are a consequence of the closed nature of this […]
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In previous posts in our blog, we have highlighted the growing interest in Free Investment Companies (SIL), as they are flexible investment vehicles that allow investment in any type of financial asset (shares, stocks, crypto-assets, etc.), offering a minimum taxation in the Corporate Income Tax. In today’s post, we will detail the main tax benefits […]
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Main vehicles for real estate investment in Spain Main vehicles for real estate investment in Spain
Real estate investment in Spain has experienced remarkable growth in recent years, making it an attractive focus for both domestic and international investors. Larger cities, such as Madrid and Barcelona, remain the focus of attention, but other less traditional regions, such as Alicante, Málaga and Bilbao, are seeing a significant increase in interest and investment. […]
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Restricted Share Units (RSUs) as an alternative me […] Restricted Share Units (RSUs) as an alternative mechanism to Stock Options and Phantom Shares
Employee incentive plans are a common instrument in companies, aimed at recognising the contribution of certain key people in the process of development and growth of the entities. Thus, these plans are remuneration instruments that grant their beneficiaries economic and/or political rights. Usually, these incentive schemes are linked to the granting of Stock Options or […]
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