Representation and Warranties Insurance in M& […] Representation and Warranties Insurance in M&A transactions
Category: Blog
It is becoming increasingly common to use representation and warranties insurance policies (known as R&W insurance or W&l insurance) in M&A transactions. These insurances allow the compensation that the seller must pay to the buyer, for certain damages caused because of the breach of contract, to be paid directly by an insurer in exchange for […]
Read article
Deductibility of VAT: What is the Pro rata Rule an […] Deductibility of VAT: What is the Pro rata Rule and how does it affect businesses?
One of the most controversial aspects of the Value Added Tax (VAT) Law is the deductibility of input VAT. Companies often encounter difficulties in determining the correct way to deduct input VAT when they simultaneously carry out transactions that give rise to a right to deduct, i.e. transactions that are subject to and not exempt […]
Read article
Tax offence. Circumstances for its assessment. App […] Tax offence. Circumstances for its assessment. Applicable penalties and how to avoid them.
What is a tax crime? The first thing to be clear about a tax offence (or, as the Criminal Code calls it, “offence against the Public Treasury”) is that it is a crime that cannot be committed by everyone, since it involves having defrauded the Treasury (whether at state, regional, provincial, or local level) of […]
Read article
Can I fire someone who has tried to steal from the […] Can I fire someone who has tried to steal from the company?
Unfortunately, it is quite often the case that a worker appropriates or steals (the difference between “theft” and “robbery” is basically that for “robbery” to occur, it must have been done by force, intimidation or violence against persons or things) objects or items belonging to the company, his or her employer. When this happens to […]
Read article
Can I transform my Limited Liability Company (LLC) […] Can I transform my Limited Liability Company (LLC) into an Public Limited Company (PLC)?
The regulation of limited and public limited companies (LLC and PLC) in Spain, is mentioned in the included in the Spanish Royal Legislative Decree 1/2010, of 2 July, which approves the revised text of the Capital Companies Act, however, it does not include the transformation procedure, as this legal figure is one of the so-called […]
Read article
The forthcoming amendment of the Criminal Code on […] The forthcoming amendment of the Criminal Code on offences concerning financial markets
The Council of Ministers has recently approved the Preliminary Draft Bill amending the Criminal Code to transpose directives on the fight against fraud and counterfeiting of means of payment. The new law transposes three EU directives into Spanish law: Directive (EU) 2019/713 on combating fraud and counterfeiting of non-cash means of payment; Directive 2014/57 (EU) […]
Read article
The participation of individuals and legal entities in a company is done with the hope that the company will make a profit. Shareholders or partners are given the opportunity to collect the profits of the investment made in the company, established in our legal system as a mere expectation, by what we call dividends. These […]
Read article
What is the purpose of a due diligence in the acqu […] What is the purpose of a due diligence in the acquisition of companies? Is it worth the investment?
A due diligence is an investigation process of one or more assets, which may well be of a company or a group of companies. However, before entering into this “indirect” acquisition process (decision to acquire the company as means of acquiring the assets and liabilities contained therein), we should ask ourselves whether it is more favourable, […]
Read article
Legal adviser: Which companies are obliged to appo […] Legal adviser: Which companies are obliged to appoint one?
The legal adviser to the administrative body is a figure regulated by Law 39/1975 of the 31st of October, still in force, whose function is to advise on due compliance with the legality of the adopted Agreements. That said, and although it is applicable to any administrative body (sole administrator, several joint/solidary administrators and/or Board […]
Read article
Is it necessary to disburse 3,000 EUROS to set up […] Is it necessary to disburse 3,000 EUROS to set up a limited liability company?
Without prejudice to the possibility of not providing proof of the reality of the contributions in Limited Liability Companies in accordance with art. 62. 2 of Article 62 of the Consolidated Text of the Capital Companies Act – a matter that was already dealt with in a previous post – the fact is that the […]
Read article