Legal articles GS
Creditor’s action protocol to maximize the probabilities of credit recovery.
PDF Version The non-payment of commercial debts is a common contingency in commercial transactions. Its most immediate effect is the impairment of the creditor company's cash flow. Furthermore, managing a non-payment requires investing time and internal resources that...
Algorithmic Transparency: A New Obligation in Employment Relations
PDF Version Artificial intelligence has taken a firm foothold in workforce management. Today, many decisions that used to rest with human resources managers are supported by algorithms that assign shifts, assess performance, recommend promotions, or even suggest...
M&A: Buying and Selling Franchised Businesses in Spain
PDF Version The purchase or sale of a company or business is a complex process that requires dedication and specific knowledge. However, if it involves buying or selling a business that operates under a franchise system, an additional layer of complexity is added, as...
Complete guide to debt recovery in Spain
PROTOCOL OF ACTION OF THE CREDITOR TO MAXIMIZE THE RECOVERY OF CREDITS The non-payment of commercial debts in Spain is an increasingly frequent situation in the business sphere. Its immediate consequence is the loss of liquidity of the creditor company, which...
International successions within the European Union: When and how to use the “Certificado Sucesorio Europeo” (European Certificate of Succession)
PDF VERSION It is increasingly common for individuals to live, work, or invest outside their country of origin. This has multiple legal implications, one of the most significant of which arises at the time of death. What happens when someone dies in a European Union...
Complete Guide to the Regulation of Corporate Offences in the Spanish Penal Code.
PDF VERSION Introduction The Spanish Penal Code has a specific chapter dedicated to corporate crime, aimed at punishing illegal behaviour committed in the business world. These offences apply to administrators, majority shareholders or people with management capacity,...
Assets deal and Tax liability
PDF VERSION In occasions, clients who wish to acquire a business suggest conducting the purchase transaction through the acquisition of assets or a branch of activity, instead of buying shares, to avoid “inheriting” the tax risks of the acquired business. On this...
Ecommerce and exclusivity rights
PDF VERSION Exclusivity has been, and continues to be, an essential element of the business model in many franchise brands. Exclusivity in relation to the geographical areas in which the franchisee can operate, without other franchisees or the franchisor being able to...
Termination causes under Spanish law
PDF VERSION Dismissals, while they may seem harsh, are an inevitable part of the employment cycle. Just like hiring, they are decisions that businesses must face regularly. However, if not handled properly, they can lead to serious conflicts. That’s why understanding...
Abuse of temporary employment in the public administration. Judgment of the EU Court of Justice of February 22nd, 2024
PDF VERSION Following the recent Judgment of the Court of Justice of the European Union (CJEU) on February 22, 2024, issued in the combined cases C-59/22, C-110/22, and C-159, there has been a veritable flood of headlines in the news, more or less grandiloquent and...
Critical analysis of the technical standard (RTS) regarding the notification by certain financial entities of their intention to provide cryptoasset services
PDF: Critical analysis of the technical standard (RTS) regarding the notification by certain financial entities of their intention to provide cryptoasset services
M&A Guide for buying and selling a business in Spain
PDF VERSION Buying or selling a business is a complex transaction that requires dedication and specific knowledge. An M&A deal is structured in various stages, some of which will be carried out in successive order, while others can be done simultaneously in order...
Hidden defects in the purchase of Real Estate in Spain
PDF VERSION After the financial crisis of 2008 the real estate market in Spain dramatically changed. The percentage of newly built properties sold has moved from 44% in 2007 to only 17% in 2022[1]. In other words, in 2007 almost half of the total dwellings sold in...
International debt recovery.
PDF VERSION 1.- Recovery action requested from a spanish company against a foreign company outside the EU. A national company based in Madrid whose corporate purpose is to offer consulting solutions specialized in Retail and F&B (food and beverage sector) requests...
Debt recovery in Spain.
PDF VERSION 1.- Recovery actions requested from a foreign company against a Spanish national company. We were contacted by an insurance company based in Latvia, with subsidiaries all over Europe, and whose corporate purpose is the commercialization of non-life and...
Out-of-court negotiation for the settlement of a compensation for clientele.
PDF VERSION We were contacted by the sole partner and director of an Italian company whose corporate purpose was the intermediation of products aimed at the mass consumer market in Italy and other EU countries. Said client told us that he wanted to terminate the...
The position of the creditor in the new Spanish bankruptcy system
PDF VERSION The 26th of September 2022 the new Spanish Bankruptcy Law will come into force. One of the main aspects of the new regulation is that it grants a new role to creditors within the bankruptcy procedure, which they did not have until now. This article aims to...
Trade secrets violation and breach of the duty of confidentiality in the framework of the acquisition of a hotel complex: commentary on the Court decision of the appeal court of Barcelona n. 853/2022, May 20.
PDF VERSION The Court decision of the Appeal Court of Barcelona n. 853/2022, May 20 solves the appeal against the first instance court decision that resolved the case of trade secrets violation and breach of a confidentiality agreement, in the framework of the...
The assignment of the trademark derived from the sale of the undertaking: On the presumption established in the article 47 of the Spanish trademark law.
PDF Version A trademark is a distinctive sign that belongs to the intangible assets of the undertaking and aims to distinguish the goods and services of one undertaking from those of other undertakings. A trademark as an asset is used in the course of trade and as an...
Distribution and Franchising. New vertical block exemption regulation and guidelines.
PDF VERSION The European Commission has adopted a new Vertical Block Exemption Regulation (“VBER”) which replaces the previous one approved in 2010. The new VBER updates the principles for a general exemption from competition rules for vertical agreements (including...
The board of directors of non-listed companies in Spain
PDF VERSION 1.- Introduction The managing body of a company can adopt different forms: a sole director; various members acting jointly and severally, or jointly; or a Board of Directors. The managing body of a company, no matter which of the aforementioned...
The creditor’s position in the Spanish Insolvency Law Reform Project
PDF VERSION The Spanish Insolvency Law Reform Project gives a new role to creditors in the insolvency proceeding that up until now they had not had. Even though these are not the only ones, there are two new possibilities that are to be relevant to the...
Business litigation in Spain
PDF VERSION 1.- Introduction: The Spanish Court System The Spanish Court System is divided into five different jurisdictions classified by subject: civil, criminal, administrative, labour and military. Each of the jurisdictions has its own substantive law and...
How to close a subsidiary in Spain: Express insolvency and new proceeding for microenterprises
There are foreign companies with a subsidiary in Spain that are considering the possibility of ending their activity in Spain due to the economic situation over the past years. Closing down an insolvent business in an orderly manner (i.e: bankruptcy proceeding) is a...
Bill to promote the start-up ecosystem in Spain (“The Start-up law”)
The Spanish Government has recently approved the Bill to promote the Start-up ecosystem in Spain, more commonly known as the “Start-up Law”. This Law will come into force by the end of this year. The draft of the Start-up Law establishes the specific legal framework...
The special employment regime for Senior Management in Spain
Foreign companies with a subsidiary in Spain usually ask about the special employment regime of senior managers and how it works in Spain. There are some important aspects that need to be considered before making any decision. 1.- Definition and main features of...
Franchising in Spain
Year after year the franchise sector in Spain has been growing with new brands, more outlets and additional jobs created. According to the information published by the Spanish Association of Franchisors, in 2020 a total of 1,381 franchised brands were in operation in...
How to incorporate a company in Spain.
There are different types of corporate structures in Spain but for the purposes of this article we will focus on the process and requirements to incorporate a limited liability company, also called “Sociedad Limitada” or “S.L.”. This is definitely the most popular...
M&A in Spain: Useful tips for foreign investors
M&A legal work has progressively adopted a standardized approach throughout jurisdictions, with some well-defined milestones followed in all deals; Letter of Intent (which can also be called Memorandum of Understanding or Term sheet), Due Diligence process, Shares...
The position of the minority shareholder in a subsidiary in Spain
Some foreign companies with a subsidiary in Spain usually ask about their position as shareholders of less than 50% of the shares of a Limited Liability Company (S.L.), in Spain, when there is a conflict between partners. Some of them even appoint us as legal...
Directors in a Spanish Limited Liability Company
There are several aspects that must be considered when incorporating a limited liability company in Spain (“Sociedad Limitada”), and one of them is how the company will be managed; how many Directors are needed, who can be a Director, which are the requirements to be...
Unsuccessful precautionary measures in a case of construction
Comes to our law firm for legal advice a promoting company who had concluded a contract for work by which the contractor agreed to restore a building and transform it into nine apartments. As a consequence of some disagreements related to the final price of the...
Non-residents taxation: debt or equity investments in Spain
The tax residence of an investor is key to determining the taxation applicable to its income obtained in Spain. Thus, while investors residing in Spain must pay taxes on the income obtained worldwide - either by personal income tax or by Corporation Tax, depending on...
Setting up a business in Spain
Setting up a business in Spain can be done using a variety of legal forms. Choosing one or another will be very much dependent on the needs and priorities of each investor. In this article we outline the most frequently used legal structures in Spain: Autónomo (Sole...
M&A and Real Estate opportunities in Spain
With the toughest months of the Covid-19 pandemic soon behind and the start of the vaccination campaign approaching, the Spanish economy will be embarking on a new path to return to pre-Covid levels. In this article, we analyze the main effects of the pandemic, how...
Giménez-Salinas, first Spanish member of GBL Alliance
GBL Alliance has selected Giménez-Salinas Abogados as its exclusive partner in Spain The global network of independent law firms, GBL Alliance, has appointed Spanish law firm Giménez-Salinas Abogados as its exclusive member in our country. Giménez-Salinas Abogados...
Assignment of the right to claim under spanish case law
Introduction On 26 September 2002, the Supreme Court defined the assignment of receivables as the “replacement of the creditor with another person respect to the same credit, (and) implies a change of creditor, the new creditor having the same right as the previous...
The firm advice a board of directors.
The firm advises the board of directors of a credit financial institution on the legal challenges of its relationship with the Bank of Spain, consumer regulations and the latest legislative developments that directly affect its business. A partner of the firm is a...
Transaction agreement with a banking institution
We have recently reached a transactional agreement with a bank in a matter of pledged shares by a foreign client. The conflict was that the bank blocked the order of sale of our client's shares because of the pledge, producing a price depression. The agreement has...
Collective of more than 50 affected
The firm has defended for years a group of more than 50 affected by a fraud for fraudulent issuance of mortgage bonds (Caja Hipotecaria de Valores) with the participation of two Notaries. With the objective to recover the investment made in its day, whose amount...
Lawsuit against a promoter
We have recently filed a lawsuit against a promoter, its administrator, and a bank for delays in the delivery of houses. The promoter failed to fulfill its obligation to deposit the advances into a special account and to take a financial guarantee, as required by law....
National and international clients in credit recovery
Since its creation, the firm has advice national and international clients in the recovery of their credits through legal proceedings, both in Spain and abroad. Do not take large debt portfolios, but rather prefer the cases of special complexity.
Nullity of the will
A client asks us to annul the only will her father granted when he had no sufficient cognitive and volitional ability to do so. Once the complaint was filed and before the evidences provided, the other part proposed to reach an agreement by which he accepts the...
Claim of legitimacy
A client who has been unfairly disinherited by his father and without mediate any of the causes established by the Catalunya civil code. By the corresponding judicial action, the heir payed him 100% of the legitimacy that by law corresponds to him.
Child custody
Appeal court judgment revoking the first instance judgment: Our client comes to us in order to appeal a judgment of first instance that established paternal-filial measures. In particular, the sentence attributed the custody of the child to both parents although the...
Modification of divorce and enforcement measures.
We request an amendment of measures regarding a divorce decree obtained a few years earlier. We obtain 30% higher child maintenance than she had previously and in the execution phase we reached an agreement whereby the father paid 90% of the accumulated debt.
Defense of the board of directors in a bankrupt company.
Defense of the board of directors of a bankrupt company before the request of personal liability in the layoff. The result obtained was the rejection of the request of participation of the board of directors in the layoff consulting period.
Defense of 40 workers.
Defense of the board of directors of a bankrupt company before the request of personal liability in the layoff. The result obtained was the rejection of the request of participation of the board of directors in the layoff consulting period.
Transactional agreement representing an important German industrial group.
Negotiation of a transactional agreement representing an important German industrial group with a Spanish subsidiary. An agreement was reached with the general director of the Spanish subsidiary on the indemnification derived from the extinction of his senior...
Ilegal assignment of workers.
Continuous advice on an outsourcing services company in the area of illegal assignment of workers.