Company law and corporate governance refer to the appropriate company management and control structures as well as the rules which regulate the power relation between owner, administration board, etc. Its function is to protect the interests of the company and its shareholders and to eliminate, mitigate or resolve any conflict.


Advantages of the phantom shares contract

The phantom shares contract constitutes an alternative form of remuneration of key executives and managers. Among its various advantages, a company can retain and motivate staff or convert fixed costs into variables.


What are phantom shares?

Phantom shares constitute a mechanism widely used by start-ups to reward talent. Unlike what happens with stock options, phantom shares are not an offering of the company’s real shares but are rather fictitious.


The modification of bylaws and the administrators’ report

The modification of the bylaws is a regular situation in the life of any commercial business that consists of adapting its basic model of organization and operation to the changes experienced by the company.

de facto

The representative of body corporate director cannot be a de facto director

A director is any natural or legal person, who, directly or through representation, exercises the management or administration functions of a company.

corporate bodies

How to prevent the paralysis of corporate bodies in Spain

The dissolution of capital companies based on the paralysis of corporate bodies is a question to be answered on a case-by-case basis, since the legal requirement to apply this measure is different according to the state in which the body finds itself.


Duties and functions of members of the Board of Directors in capital companies

Within the Board of Administration of the capital companies exist distinct responsibilities to which are attributed a series of particular functions. Regarding the distribution of positions within a Board of Directors, it is important to have clear distributions to the President, the Secretary and the rest of the members of the Board of Directors (members).


Preliminary Draft of the Corporate Confidentiality Act in Spain

The new legislation extends the protection of the business secrets to the so-called “infringing goods”. This refers to those products and services whose design, characteristics, functioning, production process or marketing significantly benefit from business secrets unlawfully disclosed, exploited or acquired.


Article 348 bis, on a business partner’s right of separation

Article 348 bis of the LSC recognizes the right of separation of the partner due to lack of distribution of dividends. The article, among others, resolves the concrete case of a stockholder who expects to leave the company and who has not indicated so explicitly in the committee.


About the salary of executive directors

The Supreme Court, in its February 26th, 2018 decision, decided on the controversial question of the salary of administrators and its control on part of the partners. The ruling goes against the position of the General Directorate of Registries and Notaries (GDRN) and the majority doctrine.

contrato de trabajo en españa

The abusive exercise of the shareholder’s right to information

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.