If your company needs to review a contract before signing, draft a solid shareholders’ agreement, prepare a board meeting, or structure a corporate transaction, we provide a prior legal review that prevents the conflict that is already foreseeable.
The contract draft has been prepared by the other party and it’s starting to concern you. The general meeting is called and you don’t know if the resolutions are challengeable. You’re bringing in a new partner and need an agreement that protects you from deadlock. The foreign subsidiary is requesting statutory changes and you’re unsure of the impact.
The most expensive part of a corporate matter is almost never the procedure. It’s the poorly drafted clause that was signed two years ago and now blocks a transaction. It’s the board resolution that nobody reviewed. It’s the lack of a shareholders’ agreement that turns a reasonable disagreement into litigation. The advisory that’s worthwhile is the one that comes before the signature.
A thorough review costs a fraction of what the conflict it prevents costs.
We review the documentation, provide you with a preliminary report identifying risks and clauses to be strengthened, negotiate modifications with the other party when necessary, and accompany the signing process, leaving a record of what was agreed upon so that in two years no one disputes what each clause was intended to mean.
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Distribution, commercial agency, supply, service provision, NDA, joint venture, license, manufacturing. Drafting from scratch or review before signing. We detect unbalanced exit clauses, warranties that don’t cover actual risk, and commitments that may block future operations.
Tag-along clauses, drag-along, right of first refusal, anti-dilution, deadlock resolution mechanisms, exit regime, non-compete, put and call options. The shareholders’ agreement is what prevents a disagreement from becoming litigation.
Drafting and amendment. Management body regime, enhanced majorities, transfer restrictions, accessory obligations, preferred dividends. Adaptation to the Companies Act and recent Supreme Court jurisprudence.
Meeting convening, agenda preparation, drafting of resolutions, assistance with legal criteria. Prior analysis of the challengeability of agreements. Notarized meeting minutes when conflict is latent.
Incorporation, capital increases, capital reductions, mergers, spin-offs, transformations, dissolution. Coordination with notary and Commercial Registry. Tax impact advice in coordination with your tax advisor.
Legal due diligence, SPA drafting and negotiation, representations and warranties, price adjustment mechanisms, holdbacks, non-compete clauses. From both buyer and seller perspectives.
Board meetings, dividend policy, conflicts of interest, duty of loyalty and care. Prevention of personal liability of directors towards the company, shareholders, creditors and third parties.
If your matter fits with one of these specific services, you should review the specific page:
A rigorous review costs a fraction of what the conflict it prevents costs.
We work with the Corporate Law Act, the Commercial Code and the Supreme Court’s commercial law jurisprudence in hand. Not with textbook generalities.
Your matter is handled by the person who signs the report. There is no delegation to junior staff who are unfamiliar with your case.
We know the practice of the Madrid Commercial Registry and the most recent case law of the Madrid Provincial Court in corporate and contractual matters.
Bylaws are public and have limited content under the Companies Act. The shareholders’ agreement is private, binds between shareholders and allows clauses that bylaws do not permit: non-competition, cross-purchase option, deadlock resolution mechanisms, agreed exit. A company without a shareholders’ agreement is a company exposed to the first serious disagreement.
It depends. To challenge, you must have standing: shareholder with minimum percentage, director or third party with legitimate interest in specific cases. Non-attendance does not prevent challenge if requirements are met. Time limit: one year from adoption or from its enforceability if subject to registration.
Yes, if the executive will have access to sensitive information or clients. The clause must be reasonable in duration, geographical scope and compensation. Case law requires proportionality. An excessive clause is voided and then does not protect.
No. Shareholders’ agreements and commercial contracts between companies do not require public deed. Statutory modifications, capital increases, mergers, spin-offs and transfer of shares do require notarial deed and registration in the Commercial Registry.
Yes. We provide legal counsel in Spanish and coordinate with legal advisors from the country of origin when necessary. Corporate structure, shareholders’ agreements, and intra-group contracts are common practice areas.
If you have a contract on the table, a board meeting scheduled, a corporate transaction underway, or a shareholders’ agreement pending, write to us. We’ll tell you within 24 hours whether we can help and what the next step would be.
We respond within 24 business hours. The information you share is subject to attorney-client confidentiality inherent to the practice of law.