Commercial contracts in Spain are governed by the Code of Commerce. Knowing its legislation is fundamental to carry out any operation in a secure way such as acquisitions and sales of companies, joint ventures, OPAs, OPVs, commercial sales as well as any kind of contract (representation, commercial distribution, national sale of merchandise, intra and extra EU, etc.).

The arbitration clause in business contracts

The use of an arbitration clause in business contracts

The arbitration clause allows the parties to the contract to submit disputes arising from the contract to an arbitration court. To be valid, the clause must meet several requirements and its utility should be determined by balancing its advantages with its disadvantages.

MAC (“material adverse change”) clauses

MAC or Material Adverse Change Clauses

With widespread application in M&A transactions, MAC clauses are a very useful instrument since, as a rule, they allow the buyer to withdraw from a transaction in case of significant adverse changes that discourage the economic aim of the contract.

Force majeure and rebus sic stantibus clauses

Force Majeure and Rebus Sic Stantibus Clauses in the context of the COVID-19 Crisis

Force majeure and rebus sick stantibus clauses are particularly relevant in the context of the COVID-19 health crisis. These legal instruments allow for a modification of the terms of contracts in extraordinary and unpredictable circumstances such as at present.

agente comercial

The commercial agent’s right to information and its exercise in legal proceedings

The provincial courts in Spain have divide views on the issue of the commercial agent’s right to information in legal proceedings. In this sense, the adequacy of the type of procedure depends on the province in which the lawsuit is filed.

mercado internacional

The Piggyback agreement for exporting companies

The Piggyback agreement is a form of business collaboration agreement where a company willing to move into a new market uses another company’s distribution network in exchange for a commission.

contrato de trabajo en españa

The Domain Sales Contract in Spain

The domain sales proceedings present a series of technical steps which must be clearly reflected in the sales contract. Only in this way can be guaranteed both the effectiveness and the success of the operation.

exclusividad

The exclusivity clause in agency contracts in Spain

The Law on Agency Contracts in Spain does not expressly regulates the pact or exclusivity clause between businessmen and agents. It is therefore of vital importance that the parties negotiate this clause adequately to avoid future problems.

Business purchase agreements: the asset vs the share purchase agreement

A correct evaluation of both a possible purchase of the assets of a company (asset purchase agreement) or a direct acquisition of stocks and shares (share purchase agreement) will determine the best option to enter the Spanish market.

The Concept and Contents of Partnership Agreements in Spain

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.

Investing in Spain: a Guide from a Legal Perspective

Our Legal Guide for investing in Spain comprises four major parts that focus on the “Why, What, How, and Where” of investing. Our goal is to help enumerate the specific advantages that the Spanish market offers at this moment and offer a guide, from a legal perspective, of how to proceed with an investment with efficiency and guarantees of success.