M&A
Article 160 f) When does the General Meeting decide?
In capital companies with highly atomized capital, there is a risk (strongly contrasted by reality) that the management body may have hijacked the Company. Article 160 LSC aims to cover…
The acquisition of the Production Unit in the Bankruptcy Procedure
The acquisition of the Productive Unit in the Creditors' Contest can be an excellent investment opportunity. Although, not without risk.
Tax Prescription
Prescription, as a legal concept, is subject to jurisprudential change. For that reason, it is convenient to revise this concept regularly. In order to do that, it would be useful…
Covenant and waivers. What are they?
A Covenant is an essential element of a loan contract; of any loan. It's just another Anglicism. But this is one of the most relevant and dangerous for the borrowers.…
How to acquire a company without debts/encumbrances in a bankruptcy procedure?
Can a company or a productive unit be acquired in a bankruptcy process without assuming the debts of the bankrupt company? And can it be acquired, without assuming the workforce?…
Loyalty shares
Strictly speaking, loyalty shares are new shares or holdings that the company grants to reward certain partners. The expression loyalty shares can also be used to describe all kinds of…
First demand guarantees
The guarantee on first demand (on first demand) has been the best possible guarantee for many years. Another surprising Judgment questions it now.
The Sale of a Production Unit in a Bankruptcy Procedure.
The best approaches to the concept of Productive Unit are in the Workers' Statute and in the VAT Law.
Financial Assistance
Financial Assistance is commonly provided in finance. Also in Spain. However, SA are only partially allowed to provide such assistance whilst SRL (SRL) are banned to do so.
Actual Knowledge, Constructive Knowledge, Imputed Knowledge and To the Seller´s Knowledge in a Purchase Agreement
Actual Knowledge, Constructive Knowledge and Imputed Knowledge are long established legal concepts that are commonly used in SPAs (Sale and Purchase Agreements).
