Legal articles GS
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...