Category: mercantil

The Shareholders General Meeting is the sovereign body of trading companies, and its powers include such important competences as the approval of the company’s annual accounts and the appointment and removal of its directors. Regulation of the entitlement to attend a Shareholders General Meeting by the Corporate Enterprises Act The Corporate Enterprises Act regulates the right of […]
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Corporate actions in the event of the death of a m […] Corporate actions in the event of the death of a member of the board of directors
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What should I do in the event of the death of a member of the board of directors of my company? The loss of a company administrator due to death is an event that occurs frequently and for which foresight is essential to avoid the paralysis of the company’s activities. When the sole director or […]
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Representation and Warranties Insurance in M& […] Representation and Warranties Insurance in M&A transactions
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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 […]
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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?
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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.
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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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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.
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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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The Golden Share (or how to guarantee State contro […] The Golden Share (or how to guarantee State control in privatized companies).
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When the State decides to dispose of its shareholdings and leave them – totally or partially – in private hands, there is no guarantee that the services of public interest that these companies offered will be sufficiently protected. For this reason, several of the States that privatized their public companies (energy, gas, telecommunications, electricity, airlines, […]
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What is a “drag along” clause? What is a “drag along” clause?
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In today’s blog post for Devesa & Calvo Abogados Alicante and Valencia, I am going to refer to the “drag along” clause, also known as drag along right. This type of clause is often used in our professional practice to protect those clients who wish to have the possibility of closing a good business deal […]
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Warrant. Concept and types. Warrant. Concept and types.
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Warrants and listed companies. For those new to capital markets, this concept will at least be familiar relating to economic press news about listed companies on markets such as the continuous Spanish Stock Exchange market (Bolsa Española) in Madrid, the Alternative Stock Market (MAB) or EURONEXT in Paris. Indeed, shares or shares portfolios are one […]
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What documentation is the entrepreneur required in […] What documentation is the entrepreneur required in order to request an insolvency proceeding?
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According to the law the insolvency proceeding request must be accompanied by all the documents deemed necessary to prove the existence of an insolvency state, such as annual accounts, balance sheets, audit report, payment requests, constraints, embargoes, debt certificates from the Treasury and Social Security etc… In addition, the legislative text lists which documents must […]
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