Corporate and commercial

As business lawyers, we understand that effective legal advice calls for more than a knowledge of the law; it calls for an understanding of what the company does, how it is organised, its processes, its objectives and the economic reality in which it takes its decisions. That is why we make a point of getting to know each client closely and in depth. That knowledge allows us to anticipate problems, identify risks and provide prompt, practical answers aligned with the client's objectives. From Barcelona, we work with companies, family groups and investors from Catalonia and the rest of Spain. Our aspiration is to act as a genuine legal partner, integrated into the reality of the business and available both for ongoing advice and for the decisions that call for particular legal reflection.

To that way of working we add two of the firm's principal historic specialisations. Our thorough command of property and contract law provides a particularly solid basis on which to analyse and structure the company's contractual and economic relationships; and, where conflict cannot be avoided, our experience in litigation allows us to combine the legal analysis with the litigation strategy from the outset.

Standing commercial advice and business contracts

A company's activity gives rise every day to legal relationships with customers, suppliers, distributors, business associates, financial institutions and other economic operators. Knowing the business means that our advice is not confined to answering isolated queries, but accompanies the client in taking decisions and helps to prevent disputes.

Business contracts are an essential part of our practice. We advise on the negotiation, drafting, review and interpretation of commercial contracts and standard contract terms, having regard not only to their legal soundness but also to the economic purpose of the transaction, the risks assumed, the guarantees required and the consequences of any breach.

Our experience covers, among others, agency, distribution and commercial concession agreements, franchising, commission, mediation and brokerage, supply, sale and purchase, the provision of services, manufacturing, business collaboration, advertising, finance leasing, loan, suretyship, deposit, carriage and insurance contracts, as well as banking contracts. A command of property and contract law takes on particular importance here, because much of commercial contracting is built on institutions belonging to the law of obligations and contracts. Mastering its foundations makes it possible to analyse the effects of each legal relationship in greater depth, to anticipate scenarios of breach and to design contractual mechanisms suited to protecting the company's interests.

Company law, corporate governance and shareholders' agreements

We support commercial companies, shareholders, directors and senior executives throughout the company's life with ongoing corporate advice, tailored both to the requirements of the law and to the reality of each business. Our practice covers the incorporation of companies, the drafting and amendment of articles of association, the preparation and holding of general meetings and board meetings, the adoption and implementation of company resolutions, capital increases and reductions, annual accounts, the keeping of the company books and the other tasks involved in the running of the company's governing bodies.

We act as legal advisers and as secretaries to boards of directors, assisting directors and governing bodies in complying with their duties and in the legal assessment of the decisions they have to take.

A particularly significant part of our experience is concentrated in the relations between shareholders. We negotiate and draft agreements governing the transfer of shares or quotas —the “participaciones” of a Spanish limited company—, enhanced majorities, the composition and functioning of the management bodies, economic rights, dividend policy, exit mechanisms and arrangements for preventing or resolving corporate deadlock.

In the family business, advice also calls for an understanding that the business, the family's assets and personal relationships are all part of a single reality. We work with the client on defining structures of governance, continuity and succession that make it possible to preserve the business project and to reduce the risk of future conflicts between shareholders, generations or branches of the family.

Preventing and resolving commercial and corporate disputes

The best legal solution is, wherever possible, the one that prevents the dispute from arising at all. Knowing the company on an ongoing basis allows us to detect contractual or corporate risks at an early stage and to address disagreements through negotiation before they turn into court proceedings. Where the dispute cannot be settled by negotiation, the continuity between commercial advice and litigation comes fully into its own. Knowing beforehand what the company does, its contracts, its corporate structure and the economic interests at stake gives a particularly solid basis on which to define the defence strategy.

In such cases, we combine our command of commercial law and of property and contract law with the experience of our lawyers specialising in civil and commercial litigation. This combination allows us to act in disputes arising from the breach, nullity, termination or interpretation of commercial contracts, as well as in claims for payment, unfair competition, the challenging of company resolutions, disputes between shareholders or between shareholders and the company, and liability actions against directors and board members.

Lawyers of first resort

The ongoing relationship with our clients also allows us to take on a role that we consider particularly characteristic of a legal boutique, that of the lawyer of first resort.

The law is too wide a field to claim command of every one of its disciplines to the same degree of specialisation. That is why we take on directly the matters in which we can bring genuine experience and knowledge. Where a question calls for a specialist in another field, we help the client to identify and select the professional best suited to defending their interests. And we remain at their side. We take part in defining the strategy, we help the client to weigh the various alternatives and, where appropriate, we coordinate the relationship with the specialist. In this way, the company keeps a trusted legal contact who knows its business, understands its interests and sees to it that the decisions taken are consistent with one another.

Publications

Corporate and commercial

Can a restructuring be imposed on those who vote against it? The cram-down of creditors and shareholders

One of the most significant features of the new restructuring regime introduced by Spain's “Ley 16/2022” and by Directive (EU) 2019/1023 is that, on certain conditions, a court-confirmed plan may affect creditors that have not supported it and even, in certain situations, entire classes of creditors or the shareholders themselves. This mechanism —“arrastre” in Spanish, cram-down or cross-class cram-down in English-language terminology— does not mean that a majority may freely impose any solution it wishes. It is conditioned by the correct formation of classes, by the valuation of the business, by the treatment of dissenting creditors and by the comparison with the insolvency alternative. An understanding of these elements is essential to grasping how decision-making power is structured in a restructuring and what legal limits there are on imposing sacrifices on those who vote against.

Boards of directors and balanced representation: how the new requirements affect corporate organisation

The requirements of balanced representation of women and men on boards of directors have ceased to be a recommendation of good governance and have become, in certain cases, a statutory mandate. The “Ley de Sociedades de Capital” —the Spanish Companies Act, the LSC— requires listed companies and, by cross-reference, certain public-interest entities to ensure that the board has a composition guaranteeing the presence of at least forty per cent of persons of the under-represented sex. Beyond the percentage figure, these requirements have a direct impact on corporate organisation: they condition the planning of appointments and renewals, they make it necessary to review selection procedures, they demand more careful documentation of decisions and they strengthen the corporate governance dimension of the board and of senior management.

Multiple-vote shares: when economic interest and control of the company cease to coincide

Recent developments in European company law show a growing openness towards capital structures that make it possible to attach different voting rights to shares carrying an equivalent economic interest. Multiple-vote shares, alongside other techniques such as non-voting shares, restrictions on voting rights, shares carrying a right of veto or loyalty shares, make it possible to decouple economic ownership from corporate control. The business problem that these structures seek to solve is clear: to offer founders or core shareholders the possibility of raising capital on the markets without immediately losing control of strategic decisions. At the same time, they raise delicate questions about their limits, the protection of the remaining shareholders and the broader debate as to how far capital and power must necessarily remain linked.

An acquisition may require several regulatory controls before it can be closed

One and the same acquisition may be subject simultaneously to several public controls before it can be closed. Beyond the agreement between buyer and seller, certain transactions must clear merger control, the foreign investment regime and, where applicable, the new control of foreign subsidies distorting the internal market. These are not alternative regimes, but cumulative ones with different rationales. The practical result is that a sale and purchase may be perfectly agreed between the parties and yet be incapable of being completed until certain authorisations have been obtained or the corresponding regulatory procedures have concluded. Integrating these controls into the contractual structure from the outset is essential in order to manage timetables, risks and, ultimately, the viability of the transaction itself.

What a due diligence should really uncover before buying a company

Due diligence in the sale and purchase of a company should not be conceived as a mere accumulation of documents and findings, but as a decision-making instrument. Its function is to identify which risks may alter the price, shape the structure of the transaction or even make it inadvisable. The value of the exercise does not lie in detecting the greatest possible number of issues, but in distinguishing which of them are material to the transaction and in translating them into specific decisions on the structure of the sale and purchase, the conditions precedent, the representations and warranties, the indemnities and the price retentions. A truly useful due diligence is one that connects the technical analysis with the drafting of the contract.

Buying a company in Spain as a foreign investor: when the transaction requires administrative authorisation

Not every acquisition of a company in Spain can be treated as a purely private transaction between buyer and seller. The investor's identity, its country of residence or of beneficial ownership, the target company's sector of activity, the nature of the assets acquired and the degree of control sought may trigger mechanisms for the supervision and prior authorisation of foreign investment. The “Ley 19/2003 sobre movimientos de capitales” —Law 19/2003 on capital movements— and its implementing regulations, together with specific sector-based regimes, have built a system in which certain foreign direct investments are subject to suspension of the liberalisation regime and to administrative authorisation. Identifying this issue at the initial stage of the transaction is essential, because it may determine the signing, the closing, the conditions precedent and the parties' cooperation obligations.

Directors' remuneration: a company-law irregularity does not automatically render the expense non-deductible

The tax deductibility of directors' remuneration has traditionally been an area of friction between companies and the tax authorities, particularly where the remuneration does not strictly comply with the requirements of the “Ley de Sociedades de Capital” —the Spanish Companies Act, the LSC—. The judgment of the Third Chamber of the “Tribunal Supremo”, Spain's Supreme Court, of 18 May 2026 (the “Sala de lo Contencioso‑Administrativo”, the administrative-law chamber, Second Section, cassation appeal 8019/2023) consolidates the doctrine begun by STS 1053/2024 of 13 June and clarifies that a company-law irregularity, such as the failure of the general meeting to approve the maximum amount of the directors' annual remuneration, is not in itself sufficient to render the expense non-deductible under article 15.f of Law 27/2014 on corporation tax. Where the services are real, the remuneration has been paid and recorded in the accounts and there is a correlation with the business activity, the authorities may not refuse the deduction merely by invoking a formal company-law breach. The question becomes what the company must document in order to establish the reality and necessity of the expense and in which cases the authorities may still legitimately refuse it.

Not all creditors may be grouped as one sees fit: class formation in restructuring plans

The formation of classes of creditors in a restructuring plan is not a formal question or an engineering exercise at the debtor's service. It is a central decision that determines how voting power is distributed among the various groups of creditors, what majorities are needed to approve the plan and, ultimately, whether the plan can be confirmed by the court and withstand challenges. The consolidated text of the Spanish Insolvency Act —the “texto refundido de la Ley Concursal”, TRLC—, following the transposition of Directive (EU) 2019/1023, has incorporated detailed rules on class formation, based on the existence of a common interest within each class and on objective criteria of the rank and nature of the claim. Understanding this logic is essential in order to design workable plans and to prevent an incorrect classification from jeopardising their confirmation.

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The team on this area

José Manuel
Alburquerque

Anna
Montserrat

Laura
Garriga

Patricia
López

David
Rovira