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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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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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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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 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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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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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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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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Within the Spanish legal system, legal entities are regulated and governed by two main bodies; (i) the General Meeting and; (ii) the Administrative Body, the latter being in charge of the management and representation of the Company. Thus, Royal Legislative Decree 1/2010, of 2 July, which approves the revised text of the Corporate Enterprises Act […]
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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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