The agency contract is a widely used distribution contract in Spain. The Agency Contract Law regulates it, providing several compensations for the agent in case of termination by the entrepreneur. Customer compensation is the most characteristic among those various compensations.
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 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.
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 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.
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.
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.
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.
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.
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.
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.