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?
Category: Blog
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, […]
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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 […]
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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 […]
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Comfort letter or sponsorship letter. Concept and […] Comfort letter or sponsorship letter. Concept and purposes.
What is a comfort letter? A comfort letter or sponsorship letter is a commercial contract, by virtue of which one of the parties (issuer or sponsor) responds and/or guarantees the other (beneficiary or sponsored party) against third parties and regarding specific obligations. It would fall within the legal business of guarantee. It is also sometimes […]
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Criminal liability for forgery in the minutes of c […] Criminal liability for forgery in the minutes of collegiate bodies.
Company directors may be criminally liable for the offence of falsification of a commercial document when they certify resolutions adopted at non-existent meetings or record the attendance at the meeting of shareholders who did not attend. In this sense, case law classifies the certifications of company meetings that were not even held and which, therefore, […]
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The Preparatory Phase of the sale of companies. The Preparatory Phase of the sale of companies.
When it is decided to enter into negotiations to carry out a sale of a company or part of its shareholding, the preparatory phase (prior to the signing of the sales contract or Shares Purchase Agreement “SPA”) is of great importance, and can frustrate the operation as a whole if it is not given the […]
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The co-optation procedure in corporations; union m […] The co-optation procedure in corporations; union means streght.
We all know that members play a vital role in boards and meetings, not only because of the information they receive, but also because they usually take part in decision-making process. That is why the co-optation procedure is considered as particularly important (at least in Corporations): As per article 224 of the Spanish Law of […]
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In this post from Devesa & Calvo Abogados in Alicante, the key aspects to achieve how to invest successfully in Spain from a tax and legal point of view are analysed. Because, as our experience in advising international investors has shown us, there are many aspects to take into account and many legal disciplines involved. […]
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The Rebus Sic Stantibus clause and rent reduction. […] The Rebus Sic Stantibus clause and rent reduction.
The crisis due to Covid-19 has generated a very important economic problem derived from the drop in turnover, clientele loss, capacity limitations, commercial establishments opening and closure hours’ limitation. Many of the establishments are not owned by the activity holder, they are rented with different contract’s term duration and with an established rent in a […]
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How to distinguish between the civil and commercia […] How to distinguish between the civil and commercial nature of a sales contract and what does this distinction imply.
Although there is currently no single line of jurisprudence and doctrine, it is certain that, following the conditions of Article 325 of the Code of Commerce – which must be put in connection with Article 1. 445 of the Civil Code, which defines the contract of sale – the nature of the sale contract’s differentiation […]
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