The letter of intent is a written document that serves as a starting point for mergers and acquisitions. Among the most common main clauses are included the terms of the transaction, the exclusivity, the confidentiality and the legal audit.
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With both a Business Administration degree and a Law degree, José María Mesa specializes in company law, civil-commercial contracts and mergers and acquisitions.
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The shareholder’s right to request for information about the company is a fundamental right. However, it is not an unlimited or absolute right. In this regard, the Spanish Supreme Court has already ruled this in different judgments.
The purchase agreement of corporate shares or holdings is a document that establishes conditions that will govern the transfer of the company and it applies to all forms of non-listed companies.
Although the sale of assets is generally subject to Value Added Tax (IVA) and Capital Transfer and Stamp Tax (ITPyAJD), the transfer of a complete branch of activity or business in Spain has flexible taxation.
In Spain, article 143 of the Capital Companies Act regulates financial assistance to limited companies and article 150 to public limited companies. The current prohibition prevents a company from contributing financially to the acquisition of its own shares or stocks by a third party.
Personal guarantees include personal securities, which can be characterized as an ancillary obligation, since it depends on the main obligation, and as a subsidiary obligation as well, in that only if the principal debtor fails to comply is it possible to demand payment of the debt from the guarantor.
Among enforceable personal contractual guarantees, the bank guarantee payable on first demand stands out. With this type of guarantee, a banking institution commits to respond to the fulfilment of an obligation, automatically and immediately, and without the ability to demand clear evidence of noncompliance.
Contract guarantees are types of contracts that provide greater security to the settlement of a debt. In Spain there are different types of guarantees: personal guarantees, security rights, financial guarantees or constitutional guarantees.
While company by-laws govern a company’s activity and are public, partnership agreements are private agreements that govern, among other things, the organizational aspects of the company. However, partnership agreements may be made public at the request of any of the partners.
Under Spanish Law, there are different options to seek compensation for breach of a shareholder’s agreement, which are agreements that, although not mandatory, are highly recommended since they prevent future problems between partners and a company.