The role of the notary in shareholders’ meetings in Spain is essential to strengthen legal certainty and evidentiary value. Although notarial involvement may be voluntary or mandatory, the notary does not replace the chair or the meeting’s secretary.
Foreign parent companies are generally protected by the separate legal personality of their Spanish subsidiaries. However, Spanish insolvency law may expose the parent company to liability where it controls management, abuses the corporate structure or mishandles intra-group financing.
Sandbagging in M&A transactions has become a decisive factor in commercial litigation. Whether a buyer can claim despite prior knowledge depends largely on contractual drafting and how risks are allocated between the parties.
Client or supplier insolvency is an increasingly common risk in Spain and can seriously affect business continuity. This guide outlines early warning signs, legal remedies and preventive measures to protect companies facing insolvency scenarios.
The DGSJFP has softened the requirements relating to the directors’ report in intragroup mergers, as well as the need to provide certificates of compliance with tax
obligations, both of which had been grounds for registries to deny the registration of mergers until these recent rulings.
Exclusivity clauses are frequently included in commercial partnership agreements in Spain. We analyse their legal validity, the limits imposed by competition law, and the conditions for their lawful application.
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