If you have a conflict between partners, a share purchase transaction that becomes complicated, or a breach of commercial contract, we provide you with a preliminary legal report outlining strengths, weaknesses, and the most suitable course of action for you.
Most commonly: you saw it coming months ago, but hoped it would resolve itself. Your partner has started making decisions without consulting you. The other party’s management has made money disappear. Your distributor has stopped paying. You’ve received a lawsuit as a director and don’t know what personal exposure you have.
Commercial law has a particular characteristic: amounts are high and deadlines are short. The challenge to a corporate resolution expires after one year. The individual action for director liability prescribes in four. The evidence you need to win a corporate lawsuit must be built now, not when the lawsuit arrives.
Not the route that bills us most. The one that suits you best.
Before pushing you into litigation, we provide you with a prior legal report where we explain what you have in your favor, what you have against you, what options you actually have and which one suits you best. If what suits you best is to sell your shares and exit cleanly, we tell you so. If it’s advisable to challenge the resolution and claim director liability, we tell you that too.
Meeting room
Deadlock at shareholders’ meeting, abuse of majority, negligent management by director, exclusion or forced exit of a shareholder. Corporate action and individual action for director liability (arts. 238-241 LSC). Challenge of corporate resolutions (arts. 204-208 LSC).
Legal due diligence, drafting and negotiating the contract, representations and warranties, price adjustment mechanisms, retentions, non-compete clauses. Both from the buyer and seller side.
Drafting and reviewing shareholders’ agreements with tag-along, drag-along clauses, right of first refusal, anti-dilution, deadlock resolution mechanisms and exit regime.
Distribution, agency, supply, business-to-business service provision, NDA, joint venture agreements. Drafting from scratch or review before signing.
Against liability actions brought by shareholders, creditors, or the company itself. Analysis of personal exposure to Tax Authority and Social Security as subsidiary guarantors.
Prior demand, payment order for liquid debts, or lawsuit in commercial court when the amount and subject matter require it.
If your matter fits with one of these specific services, you should review the specific page:
We don’t push for judicial proceedings without having studied the case file. If the evidence is insufficient or the other party is insolvent, we tell you before accepting.
We work with the Corporate Law, the Commercial Code, and commercial jurisprudence from the Supreme Court in hand. Not with textbook generalities.
Your matter is handled by whoever signs the report. There’s no transfer to juniors who don’t know your case file.
We operate in the commercial courts of Madrid, where a significant portion of Spain's corporate and insolvency litigation is concentrated.
It depends. In corporate disputes, evidence is often built through forensic audits, requests to financial institutions, and witness testimony from former employees or advisors. In the preliminary report, we tell you if the missing evidence can be generated and at what cost.
An ordinary proceeding at first instance in Madrid commercial courts usually takes between 18 and 30 months, depending on the court and complexity. Interim measures can be obtained within weeks if justified urgency exists.
It depends on the management body regime (joint and several or joint), the cause of the claim, and your conduct in the facts. We analyze this in the preliminary report, including your potential exposure to the Tax Authority and Social Security.
Up to one year from when the agreement was adopted or became enforceable if subject to registration. After that deadline, generally not, except for agreements contrary to public order which do not expire.
We assist in insolvency aspects related to director liability and creditor position. For pure insolvency proceedings with high complexity, we work with trusted insolvency specialists.
If you have an active corporate dispute, a transaction that needs rigorous review, or a claim to evaluate, contact us. We’ll tell you within 24 hours if we can help you and what the next step would be.
We respond within 24 business hours. The information you share is subject to the duty of confidentiality inherent to the practice of law.