José Manuel Alburquerque

Lawyer

José Manuel Alburquerque graduated in law from the University of Barcelona, where he studied between 1987 and 1992. That same year he founded Alburquerque Abogados, and for more than a decade he combined practice with teaching. Between 1992 and 2005 he taught civil law in the Department of Civil Law of the University of Barcelona and on the Máster de la Abogacía —the master's degree that gives access to practice in Spain— at the Instituto Superior de Derecho y Economía (ISDE). During that period he also published on property and contract law and on insurance law.

Between 1997 and 2005 he was a member of the governing board of the Barcelona Bar Association (Ilustre Colegio de la Abogacía de Barcelona) and, between 1997 and 2001, director of its School of Legal Practice. He was also a member of the board of the “Tribunal Arbitral de Barcelona” between 2000 and 2008. In 2009 he was appointed “Defensor del Partícipe” —the ombudsman for members of pension plans and funds— of FIATC Mutua de Seguros y Reaseguros a Prima Fija.

In 2005 he decided to devote himself entirely to practice and has since worked exclusively as a lawyer and managing partner of the firm. His practice is concentrated in civil law, with particular emphasis on property and contract law, and in corporate and commercial law, a field in which he also acts as secretary of the board of directors and as a director of substantial companies. He also has extensive experience in litigation, and in particular in analysing, designing and carrying through legal and procedural strategies in matters of special complexity.

Practice areas

Publications

Legislative update

Changes to urban tenancy law introduced by Royal Decree-Law 29/2026 of 6 October

Royal Decree-Law 29/2026 of 6 October, in force since 8 October 2026, amends the LAU —Spain's urban tenancies act— and adds further measures on residential lettings. For the first time, the reform regulates seasonal tenancies, which are renamed temporary residential tenancies and are only permitted where a genuine reason justifies their temporary nature. It brings letting by rooms within the Act and sets a maximum duration for tourist flats. It strengthens the tenant's position as regards expenses, guarantees, repairs, early termination and pre-emption rights. Outside the LAU, the Royal Decree-Law allows tenants to request an extraordinary extension of up to two years and caps rent increases until the end of 2027. In this article we explain each of these changes, who they affect and what happens to contracts already signed.

How far may a professional limit their own liability? Exclusion clauses, fees and freedom of contract after Supreme Court Judgment 949/2026

Judgment 949/2026 of 18 June of the “Tribunal Supremo” —Spain's Supreme Court, hence STS— examines a professional services contract entered into by a law firm which capped the professional's maximum liability at the amount of the fees received. The Chamber declares the clause void, not because it amounted to standard terms used against a consumer, but because it is incompatible with the structural principles of the contract and with the compensatory function of contractual liability, even in the context of a negotiated contract between professionals. The Court questions that the provider itself should be able to determine its liability ceiling indirectly through its fees, that the cap should operate regardless of the seriousness of the breach and that it may end up depriving the duty to compensate of all content. Although the case concerns lawyers, the doctrine may be extended to auditors, tax advisers, engineers, consultants and other providers of professional services.

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.

Managing at volume is not litigating in series: the importance of identifying the exceptions

A portfolio of hundreds of cases may share a common structure without every matter being legally identical. Volume case management calls for uniform rules to be laid down and, at the same time, for systems capable of detecting the circumstances that require departing from those rules and subjecting the file to individual analysis.

Artificial intelligence and insurance in 2026: pricing, algorithmic discrimination and new regulatory obligations

The general application of the European Artificial Intelligence Regulation —the AI Act— on 2 August 2026 marks a turning point in the use of algorithmic systems in the underwriting and pricing of insurance, particularly life and health insurance. Those systems are classified as high-risk and are subject to strict requirements as to governance, data quality, transparency, human oversight and cybersecurity, although part of the obligations for the Annex III systems has been deferred until 2 December 2027. The framework also operates alongside the GDPR and the “Ley Orgánica de protección de datos” —Spain's data protection act—, and alongside EIOPA's criteria on the ethics and trustworthiness of AI, which raises very topical questions concerning segmentation of the insured, the explainability of automated decisions, algorithmic discrimination, refusal of cover and liability where the insurer's decision stems from an algorithm.

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.

Artificial intelligence and volume legal case management: what can be automated and what a lawyer must continue to decide

Artificial intelligence can substantially improve the handling of large volumes of documents and case files, but its usefulness depends on distinguishing between automating tasks and delegating legal decisions. Classifying information, detecting issues or preparing drafts can bring efficiency; assessing the evidence, taking on risk or defining a strategy continues to require oversight and professional judgement.

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.

Mass claims and collective actions: two different ways of tackling the same legal problem

The fact that hundreds or thousands of people are affected by the same problem does not necessarily mean that there is a single collective dispute. Identifying which questions are common and which require individual analysis is essential in deciding between the coordinated management of claims, a collective strategy or a combination of the two.

Volume legal case management: technology, traceability and control of large volumes of proceedings

Managing large legal portfolios requires being able to know both the overall position of the matters and the precise history of each file. Technology makes it possible to automate tasks and to control large volumes, but only a proper structuring of the information, combined with professional oversight, ensures traceability, consistency and genuine legal control.

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.

Notarial liability in Catalonia: Civil Code, CCCat and limitation after STS 506/2026

Judgment 506/2026 of the “Tribunal Supremo”, Spain's Supreme Court, of 7 April, addresses head-on which limitation regime applies to a claim in contract against a notary in respect of a deed executed in Catalonia. The “Audiencia Provincial”, the provincial appeal court, had held that the ten-year period laid down for personal actions in the “Código Civil de Cataluña” —the Catalan Civil Code, or CCCat— was applicable, but the Supreme Court overturns that approach and concludes that the Spanish Civil Code must be applied. Its reasoning rests on the fact that notarial liability is bound up with the regulation of authentic instruments, a matter falling within the State's exclusive competence, and on the need for a uniform answer regardless of the notarial district in which the negligent act occurs.

Breach does not always permit termination: fundamental breach, article 1124 CC and the consequences of termination of the contract

Article 1124 of the “Código Civil” —the Spanish Civil Code— enshrines the right to terminate reciprocal obligations in the event of breach, but not every breach justifies termination. A serious or fundamental breach is required, one that frustrates the purpose of the contract. The non-defaulting party may choose between demanding performance and terminating the contract, in both cases with the right to damages and interest. Termination produces significant financial consequences, such as the restitution of the performances rendered, interest, fruits, actual loss and loss of profit, which may interact with penalty clauses and with the retention of sums paid. Recent case law, including judgment 489/2026 of the “Tribunal Supremo”, Spain's Supreme Court —STS—, shows the practical importance of these questions in disputes over termination for breach and clauses retaining payments in contracts for works and contracts of sale.

B2B electronic invoicing and VERI*FACTU: two distinct obligations that businesses must not confuse

The Spanish system of compulsory electronic invoicing between businesses and professionals and the regime governing VERIFACTU invoicing systems share the same actors –companies, invoices and the “Agencia Tributaria” (the AEAT, Spain's tax authority)– but they respond to different logics and rest on different rules. Royal Decree 238/2026 has defined the framework for B2B electronic invoicing, implementing article 12 of Law 18/2022 of 28 September on the creation and growth of companies, while Royal Decree 1007/2023 of 5 December, and its amendment by Royal Decree‑Law 15/2025 of 2 December, govern the requirements applicable to invoicing systems and software and the standardisation of invoicing-record formats, including the VERIFACTU system. These are two obligations that overlap in time and in the persons they bind, but they must not be confused: one concerns how invoices are issued, sent and received between businesses and professionals; the other, how invoicing data is generated, recorded and, where applicable, transmitted to the AEAT.

When a company runs into difficulties: how the position of the management body changes

Financial difficulties in a company are not merely an economic problem. Beyond a certain point, they trigger specific legal duties on the part of the management body and substantially alter its position. The relationship between losses, cash-flow strain, grounds for dissolution, likelihood of insolvency and insolvency properly so called marks out different thresholds for action. The “Ley de Sociedades de Capital” —the Spanish Companies Act, the LSC— and the “Ley Concursal” —Spain's Insolvency Act— impose duties to convene a general meeting, to promote dissolution or to petition for insolvency proceedings, and the preventive restructuring regime introduces the likelihood of insolvency as a category in its own right. Proper documentation of the management body's decisions and early action widen the alternatives for preserving the business and significantly reduce liability risks.

Ownership, possession and the passage of time: recovery of ownership, acquisitive prescription and unfair delay after STS 386/2026

The tension between ownership and possession is one of the central axes of the civil law of property. The action for recovery of ownership allows the owner to recover the thing from a possessor without title, but the passage of time may consolidate the possessor's position through acquisitive prescription, the Spanish “usucapión”, and, in certain cases, the prolonged inactivity of the holder of the right may be assessed through the doctrine of unfair delay, the “retraso desleal”. Judgment 386/2026 of 11 March of the “Tribunal Supremo” —Spain's Supreme Court, hence STS—, concerning the Pazo de Meirás, offers an exceptional framework for studying these general questions of civil law: the action for recovery of ownership, extraordinary acquisitive prescription, possession as owner, the public domain, possible tacit removal from public use, unfair delay and the settlement of the possessory position, without any need to focus on the historical circumstances of the case.

Unjust enrichment in the civil law of property and obligations: requirements, subsidiarity and limitation of the action

The unjust enrichment action has become established as a cross-cutting instrument of the civil law of property and obligations, used to correct situations in which one person is enriched at the expense of another without any legal cause justifying it and without any specific action for restitution being available. Its make-up requires enrichment, correlative impoverishment, absence of cause and subsidiarity in relation to other avenues, together with its careful distinction from undue payment, civil liability and contractual actions. STS 271/2026 of 20 February makes a highly topical contribution by examining an unjust enrichment action and addressing when prior criminal proceedings may interrupt the limitation period for the subsequent civil action, requiring a substantial connection between the facts investigated in the criminal proceedings and those underpinning the civil claim.

Majorities, vetoes and deadlock situations: how to allocate power among the shareholders without paralysing the company

The allocation of power in a company limited by shares is not exhausted by the percentage of capital held by each shareholder. The design of enhanced majorities, reserved matters and veto rights, the composition of the management body and the mechanisms for resolving deadlock decisively determine who really holds sway and how decisions are taken. The practical challenge lies in giving reasonable protection to majority and minority shareholders without building an architecture that makes it impossible to adopt resolutions when disagreements arise. Company law offers a flexible framework, but it also imposes limits in order to prevent abuse by the majority and by the minority and to safeguard the functioning of the legal person.

The claim changes creditor, but does the obligation change? Assignment of claims, ancillary rights and the debtor's defences

The assignment of claims is a central institution of the law of obligations and of contractual practice. It allows a creditor to transfer his claim to a third party, with its security and ancillary rights, without the need to create a new obligation. The “Código Civil” —the Spanish Civil Code, CC—, from articles 1526 onwards, and the “Ley Hipotecaria”, Spain's Mortgage Act, in its provisions on the assignment of mortgage-secured claims, provide the basic framework for analysing what is transferred with the claim, what part is played by the debtor's consent and by notice to him, what effects payment to the assignor has, what defences the debtor may raise against the assignee and how set-off operates. STS 22/2026 of 14 January, a judgment of the “Tribunal Supremo”, Spain's Supreme Court, returns to an essential principle: assignment does not create a new obligation, the assignee acquires the same claim, with its identity and content, and the change of creditor is not equivalent to the birth of a different claim. That principle makes it possible to build a broad body of doctrine on the identity of the obligation, the debtor's position and the difference between assignment, subrogation and novation.

Chronicle of an executorship for the realisation of an estate: bequeathing what you do not own

There are wills that are carried out by signing a public deed of acceptance of the estate and dividing up what there is. And there are others that, in order to be carried out at all, first require the deceased's corporate structure to be dismantled and the assets he had left to third parties without owning them to be taken out of it. This is the second kind. The firm acted as universal executor for the realisation of the estate —the “albacea universal de realización de herencia”— and completed the task in little more than eleven months, well within the time limit the testator had set. But the work that made that result possible did not begin with the death of the deceased, but years earlier, on the day he was helped to draw up his will.

What governs a contract: the written word or what the parties actually intended? The rules of interpretation in arts. 1281 to 1289 CC

The interpretation of contracts is one of the cornerstones of the law of property and obligations. Articles 1281 to 1289 of the “Código Civil”, the Spanish Civil Code, set up a system that combines the literal meaning of the clauses, the common intention of the contracting parties, the contemporaneous and subsequent acts, the systematic interpretation of the contract as a whole, the preservation of the transaction, good faith and the rule against the party that caused the obscurity. Case law, and in particular STS 17/2026 of 14 January, has restated that the interpretation of contracts is essentially a matter for the lower courts and that its review on cassation is limited, normally only where it breaches the statutory rules of interpretation or is manifestly illogical, irrational or arbitrary. This has a direct impact on litigation practice: it is not enough to argue about what a clause “meant”; the evidence on the negotiation, the economic purpose, the prior communications and the subsequent conduct must be built up from first instance onwards.

When the shareholders' agreement and the articles say different things: what can actually be required of shareholders

The coexistence of articles of association and parasocial agreements is a constant feature of company practice. Both instruments may govern, sometimes divergently, essential matters such as the exercise of voting rights, the transfer of quotas (“participaciones”) or shares, the shareholders' continued membership, funding obligations or exit mechanisms. The key is to understand that the articles form part of the company's “ordenamiento interno” —its internal body of rules— and are enforceable erga omnes within their perimeter, whereas the parasocial agreement is a contract between shareholders, valid and effective between the parties but not necessarily against the company or against third parties. An obligation that is perfectly valid between shareholders does not for that reason produce the same effects at the corporate or registry level. When conflict arises, problems of enforceability against the company, abuse of rights, challenges to resolutions and liability between shareholders come to the surface, which makes it particularly important to decide from the outset which arrangements should remain in the agreement and which are better moved into the articles.

Likelihood of insolvency, imminent insolvency and actual insolvency: why acting in time can change the outcome

Companies rarely move from a situation of normality to a sudden inability to meet their obligations regularly. Between those two extremes there are distinct phases that insolvency law recognises and regulates: likelihood of insolvency, imminent insolvency and actual insolvency. Each of them has different legal consequences and opens or closes alternatives for restructuring debt, negotiating with creditors or reorganising the business. The central idea is clear: the law of corporate distress does not begin only when the company stops paying, but precisely before that, and acting in those early phases can decisively change the outcome for the company, its creditors and its management bodies.