How to prevent the paralysis of corporate bodies in Spain
The dissolution of capital companies based on the paralysis of corporate bodies is a question to be answered on a case-by-case basis, since the legal requirement to apply this measure is different according to the state in which the body finds itself.
Duties and functions of members of the Board of Directors in capital companies
Within the Board of Administration of the capital companies exist distinct responsibilities to which are attributed a series of particular functions. Regarding the distribution of positions within a Board of Directors, it is important to have clear distributions to the President, the Secretary and the rest of the members of the Board of Directors (members).
Preliminary Draft of the Corporate Confidentiality Act in Spain
The new legislation extends the protection of the business secrets to the so-called “infringing goods”. This refers to those products and services whose design, characteristics, functioning, production process or marketing significantly benefit from business secrets unlawfully disclosed, exploited or acquired.
Article 348 bis, on a business partner’s right of separation
Article 348 bis of the LSC recognizes the right of separation of the partner due to lack of distribution of dividends. The article, among others, resolves the concrete case of a stockholder who expects to leave the company and who has not indicated so explicitly in the committee.
About the salary of executive directors
The Supreme Court, in its February 26th, 2018 decision, decided on the controversial question of the salary of administrators and its control on part of the partners. The ruling goes against the position of the General Directorate of Registries and Notaries (GDRN) and the majority doctrine.
Compulsory leave of absence
In Spain, in order to calculate the severance pay of the dismissed worker who has experienced a forced absence, we must consult article 56.1ª) of E.T. The term of suspension can not be taken into account for the purposes of calculating the worker’s indemnity when he or she has been on forced leave.
International bank guarantees and bankruptcy proceedings
The purpose of this article is to provide an answer to the legal uncertainty that many foreign businessmen have when establishing commercial relations with Spanish companies, as well as the lack of knowledge of current bankruptcy legislation.
Clauses and content of the Share Purchase Agreement
The Share Purchase Agreement (SPA) is one of the most used contracts in Spain for the purposes of acquiring a mercantile company. Its basic content should include some clauses or contractual promises about the company (warranties) which will bind both parties for the transaction’s success.
Justified absences as a cause of dismissal in Spain
In Spain, Article 52 d) of the Workers’ Statute contemplates the termination of a contract as an objective dismissal based on absences from work, regardless of whether such absences can be justified.
The letter of intent in the context of M&A transactions in Spain
The letter of intent is a written document that serves as a starting point for mergers and acquisitions. Among the most common main clauses are included the terms of the transaction, the exclusivity, the confidentiality and the legal audit.
