Category: mercantil

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
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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
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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
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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 share purchase agreement (SPA) The share purchase agreement (SPA)
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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
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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
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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
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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
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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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The Lombard Loan: concept and key points The Lombard Loan: concept and key points
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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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