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Company Law, Blog
Conflicto societario ¿Qué puede hacer el socio minoritario frente al “control” del mayoritario

Corporate dispute: What can a minority shareholder do against the majority shareholder’s “control”?

Although at Devesa the majority of our clients are business owners or shareholders holding controlling interests in their companies, commercial practice regularly presents another highly common corporate reality: situations in which a minority shareholder feels entirely blocked by the power exercised by the majority shareholder within the context of a corporate dispute. These situations are common […]
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Company Law, Blog
Pactos con inversores opciones de compra y opciones de venta

Call options and put options in shareholders’ agreements: what they are and why they can ruin your company

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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Company Law, Blog
Material Adverse Change

How to apply a Material Adverse Change (MAC) clause in a commercial transaction?

Material Adverse Change in contexts of geopolitical uncertainty For several years now, the international landscape has been placing commercial transactions under considerable strain. If there is one thing of which law firms such as Devesa are certain, it is that the uncertainty surrounding the evolution of the current conflict involving Iran will inevitably take its […]
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Labour Law, Blog
inspección de trabajo

Can the Labour Inspectorate enter your company without permission? Key points following the new Supreme Court ruling

If your company is located at the same address as its registered office, the Labour Inspectorate will require judicial authorisation to enter your premises. A ruling that redefines the Labour Inspectorate’s approach to the registered office The recent judgment of the Spanish Supreme Court of 14 April 2026 introduces a far-reaching issue for Spanish companies, […]
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Tax, Blog
Cesión derecho de superficie

Surface rights: how to generate property income with tax efficiency

Many family business groups need to plan a balanced investment strategy, typically carried out using the surplus generated by their operating companies through dividend distributions to the group’s parent holding company. This holding company, or other entities to which the treasury is reallocated, then implements the investment plan. It is already well established how important […]
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Tax, Blog
El tipo reducido del 15% en entidades de nueva creación y el concepto de grupo del artículo 42 del Código de Comercio

New company within a corporate group: when does the 15% reduced rate not apply?

For newly incorporated companies, a reduced rate of 15% applies, which has become established as one of the key tax incentives when starting new economic activities. Its practical application is giving rise to disputes with the tax authorities, particularly in cases where the company is created within a pre-existing business structure. In this context, the […]
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Blog
¿Quién responde ante el phishing bancario Claves sobre responsabilidad y restitución

Who is liable for banking phishing? Key points on liability and restitution

Burden of proof, user negligence and the European configuration of the liability regime The rise in digital fraud and, in particular, banking phishing has profoundly altered the landscape of financial institutions’ liability. We are no longer dealing with rudimentary scams. Contemporary phishing attacks combine emails, SMS messages and web pages that are almost indistinguishable from […]
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Company Law, Blog
Cómo abordar la elección de socios 4 claves para acertar

How to choose your partners wisely: four lessons you learn over time

If there is one decision that can shape the fate of a company more than any other, it is the choice of partners. Not the first client, nor the product, nor even the funding. The partners. And yet, it is a decision that many make too hastily, overly convinced that initial enthusiasm is sufficient guarantee. […]
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Real Estate Law, Blog
alquiler turístico

Does the Rental Registration Number (NRU) block short-term tourist rentals? Legal key points

The introduction of the Rental Registration Number (NRU) has brought a new layer of control to the short-term tourist rental market and to non-tourist short-term lets. Conceived as a tool for oversight and transparency, its purpose is clear: to ensure the proper identification of properties and to strengthen control over their use, particularly on digital […]
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Company Law, Blog
EU Inc.

What characterises the new European private limited company, EU Inc.?

On 18 March 2026, the European Commission formally presented the Proposal for a Regulation of the European Parliament and of the Council on the company law framework of Regime 28, known as “EU Inc.” (COM(2026) 321 final). This is a major legislative initiative, promoted following the Letta and Draghi Reports, which aims to create a […]
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