Assumption Premium and Adjustment Premium in Capital Increases
In the context of capital increases, two key concepts often raise questions: the assumption premium and the adjustment premium....
In the context of capital increases, two key concepts often raise questions: the assumption premium and the adjustment premium....
The shareholders´ agreement is a crucial legal instrument within the corporate structure, designed to establish the rules of governance, protection and control....
In the commercial and financial world, one of the most important documents in negotiations is the Term Sheet....
DeepTech companies are enterprises or projects that develop advanced and highly innovative technologies based on scientific discoveries....
When acquiring shares in a limited liability company, in addition to becoming part of the company's share capital, shareholders gain a series of social rights....
These agreements are intended to regulate relations between partners, protect the company's interests and establish decision-making mechanisms....
In the world of Limited Liability Companies the pre-emption right is a key tool to protect the interests of the Shareholders and to maintain internal control....
Business expansion and the opening up of new commercial opportunities have led many international companies to consider setting up in Spain. ...
Foreigners who have economic, professional or social ties with Spain must be assigned a personal, unique and exclusive sequential number for identification purposes....
Limited liability companies are the most common type of commercial company in Spain, as they are the most beneficial for small and medium-sized entrepreneurs....
August is a very good month to put the house in order. Often, in day-to-day life, we forget about the business obligations that society must fulfil....
Corporate Venture Capital (CVC) is an increasingly common practice for companies, giving them more agility for investment opportunity....
The Tax Identification Number (N.I.F.) is fundamental in the tax relations of individuals and legal entities in Spain....
The dissolved company still needs a dual organizational structure: the general meeting of partners and a body equivalent to the administrative body....
A subsidiary is a business entity that is connected to another, known as the parent company, and is under its direction....
The Spanish economy, like those of other European countries, faces significant global challenges. ...
Secondary sales are increasingly important within startups. But let's start by understanding what secondary sales are. ...
In the fast-paced and competitive world of startups, the ability to attract, retain and reward talent is critical to business success....
The dissolution constitutes the first phase or moment of the complex process of extinction of the capital companies....
Corporate conflicts of interest occur when a partner faces a situation where their personal interests may be opposed to the interests of the company....
This innovative approach enables project promoters to access a broader and more diverse investor base....
More and more entrepreneurs who approach our firm are considering the possibility of establishing an international structure for their companies....
Spain has established itself as an attractive destination for entrepreneurs and innovators from all over the world thanks to its entrepreneur visa....
The loan granting procedure is divided into three phases, which may extend over a period of three or four months from the initial approval of the application to the actual delivery of the funds to...
In the constitution phase of the General Meeting, the Presiding Board and the list of attendees are of paramount importance. The presiding officers are the chairman and the secretary of the meeting, who will be...
The General Meeting is not only a "corporate body", but also a procedure for the corporate body to validly adopt corporate resolutions. Normally, the General Meeting must be previously convened in accordance with certain rules....
The cornerstone of managing conflicts between founding partners in a company is prevention and the adoption of mechanisms that allow for finding solutions to the controversy, especially through the shareholders' agreement....
The reduction of the minimum share capital to 1 euro can open new doors for entrepreneurs by offering greater financial flexibility and encouraging entrepreneurship....
In the process of incorporation of a capital company or the company in formation, which usually takes a long time, there is never a strict chronological correspondence between the execution of the public deed of...
This regulatory framework aims to fulfill the imperative need to comply with the third and fourth additional provisions of Law 10/2010, dated April 28, regarding the prevention of money laundering and terrorist financing....
Currently, given the socio-economic circumstances, incentive plans are experiencing a significant surge, with phantom share plans standing out...
The Certificate in Innovative Entrepreneurship is a powerful tool that not only validates the work of a startup, but also opens doors to financial opportunities, strategic partnerships and business development....
Regularizing the situation of a company that has become irregular can entail complicated procedures and the imposition of possible sanctions. However, this process represents an opportunity to establish legal certainty and safeguard the interests of...
tHE integration of ESG criteria in M&A operations is not only crucial for responsible risk management but also establishes the necessary foundations for fostering sustainable financial success over time....
Incentive plans can be very attractive for companies, since a good use of these tools will help employers to have workers who are more motivated and better aligned with the interests of their companies....
The recent approval of the Law on the Transposition of EU Directives has triggered a revolution in the Spanish notary and registry system, enabling online authorisation of legal acts and transforming the way citizens and...
With the exit clauses, many investors support a particular company not only because they believe in the project and its management team but also seek profitability and returns on their investment....
We address the different aspects that make up the legal structure of corporations, from the importance of the articles of association to the role of shareholders' agreements....
Investment rounds are complex and very important processes, which is why it is advisable for founders and/or managers to spend time planning them....
Finally, today we reach the last section of the guide on investment rounds for startups. So far, we have been delving into the interests, types, and various circumstances that affect these processes, which are crucial...
Locked Box vs Completion Accounts, two price adjustment mechanisms with some important differences. In one, the business risk is assumed by the seller and in the other, by the buyer. We explain the main differences...
The valuation of the company being bought and sold is the starting point for determining its price....
The exercise of the business activity by the entrepreneur can take different forms, which the legal system makes available to individuals to meet their specific needs....
As is logical, the parties to a contract do not necessarily want exactly the same thing; on the contrary, it is usually conflicting interests that converge in a kind of clauses that articulate a relationship...
At first glance, it appears to be a capital increase paid out of reserves, but the choice between receiving a dividend in cash or in the form of new shares can have significant consequences for...
In the first part of this guide, we focused on the basics of the investment rounds process, covering essential considerations. With this extended guide, we will chronologically outline the different steps to follow when inititing...
Dormant companies are dormant because they have not been dissolved. This decision to maintain the existence of the company's legal personality can be made for different reasons. ...
We will provide some preliminary considerations that every entrepreneur or investor should evaluate before considering an investment round or, in the case of an investor, before investing in a company with the potential for a...
In order to be considered as a startup, we must prove that we meet a series of requirements. However, there are a series of requirements, of a more subjective or evaluative nature, which must...
The key is for founding shareholders not to perceive these clauses as mere impositions lacking purpose. Instead, both parties should approach them with the intention of understanding that their purpose is to ensure the stability...
Due to the difficulties many startups face in offering competitive salaries to their employees, it is necessary to look for alternatives to attract and retain talent. Some options are the initial grant of company shares,...
Startups are all the rage and now ENISAS's accreditation process is now open. The Startups ecosystem has been waiting for this moment. Read more for requirements and criteria. ...
The anti-dilution clause is configured as an extra protection for the shareholder of the company, and its recognition in favour of investor shareholders is a common practice....
The decision to form a Limited Liability Company (LLC) should be a carefully considered one, taking into account factors such as risk, annual turnover, business opportunities, and the presence of dependent workers or other partners....
Setting up an SL may seem complex, but all that is needed is to follow the correct procedure. ...
The Spanish Capital Companies Act (Arts. 279 et seq.) and the Commercial Code (Arts. 25 et seq.) establish the obligation for commercial companies to file their annual accounts with the Commercial Registry. ...
In recent months, there has been a lot of talk about the creation of companies with only one euro of capital, especially since the approval of Law 18/2022 on October 19, 2022...
The first step in starting a financing round is to know how, how much and for what purpose....
The Law on Startups creates support, advice and training programmes to help them grow and develop and favours the creation of sandboxes, includes an additional provision to create the Spanish Agency for the Supervision of...
Las phantom shares son una solución atractiva cuando se trata de permitir que los empleados participen en el éxito de la empresa....