Legal articles GS
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...