Law firms as escrow agents in business transactions
An escrow agreement is a contract between 3 parties: the buyer, the seller, and an impartial third party called the escrow agent. The escrow agent holds money or assets until certain terms of the agreement are met. Law firms can act as escrow agents, providing agility, security, trust and cost savings in business-to-business transactions.
General conditions of sale in Spain
The General Conditions of Sale constitute a fundamental contractual document for any company that wishes to operate in the Spanish market. These conditions vary depending on the type of client and the company’s sector of activity.
Differences between mergers and spin-offs in Spain
Merger and spin-offs of companies in Spain are two corporate restructuring operations. Law 3/2009 defines and differentiates each of these transactions, determining the procedure to follow for the proper execution in each case.
Recruiting Highly Qualified Professionals in Spain
In recent years, Spain has implemented various legislative changes in the realm of immigration, all geared towards facilitating the recruitment of Highly Qualified Professionals. These changes involve easing the criteria that companies must fulfill and implementing a more efficient processing procedure.
New Spanish law on Structural Modifications of Commercial Companies
Royal Decree-Law 5/2023 includes new regulations regardomg Law 3/2009 and introduces standard provisions applicable to all structural modifications of commercial companies, and specific adaptations for each type of operation.
Global transfer of assets and liabilities in Spain
The global transfer of assets and liabilities is a type of corporate restructuring transaction that differs from similar operations in various ways, including its consideration. The straightforward nature of this procedure makes it a popular choice for companies seeking to transfer ownership or wind up their operations.
What are the buyer protection mechanisms in company acquisitions?
Due diligence and representations and warranties clauses allow the buyer to ensure that the seller has provided accurate information about the target company. Based on this information, the buyer can identify any risks involved in the transaction and establish a liability regime in the event of non-compliance.
Types of agreements in M&A transactions
Contracts make the agreements between parties legally binding and provide certainty to their relationships. In the area of mergers and acquisitions in Spain, it is crucial to be familiar with the most common types of contracts, which can differ depending on the specifics of the transaction.
Permits for hiring highly qualified non-European workers in Spain
Since the implementation force of the Entrepreneurs Law, there has been a substantial surge in the recruitment of highly qualified professionals from outside the EU. Furthermore, there has been a notable increase in worker mobility between corporate groups and heightened investment in movable and immovable property by non-EU nationals.
The Joint Account Agreement
The joint account agreement (contrato de cuentas en participación), governed by the Spanish Commercial Code, provides investors with the opportunity to engage in collaborative economic activities with clear transparency regarding the assumed risks, all without the need for formal participation in the manager’s share capital.
