Startup financing requires striking a balance between protecting investors and preserving the company's ability to raise additional capital. In this context, the Most Favored Nation (MFN) clause has become a common mechanism, particularly in transactions...
Registering a trademark is one of the most important steps in protecting the identity of a business, product, or service against third parties. However, obtaining a trademark registration does not mean that the right is...
In any M&A transaction, funding round, or founding team structure, vesting schemes are no longer a novelty but have become the standard. However, within this framework of incentives and retention, there is a distinction that...
For many Spanish startups, expanding into the United States and attracting American investors has become a natural step in scaling the business internationally. However, entering the U.S. investment ecosystem requires much more than strong growth...
The exclusion of shareholders in a Spanish limited liability company is an exceptional legal mechanism that allows the company to force the exit of one of its shareholders when there is a sufficient legal or...
The first funding rounds represent one of the most important moments in a startup's life. Securing investment not only means obtaining capital to grow, but also opening the door to new legal, financial, and corporate...
Real estate investment remains one of the most reliable strategies for building and preserving wealth. In recent years, participation accounts (cuentas en participación) have gained traction as a flexible and efficient way to invest in...
What rights does a minority shareholder hold that the majority cannot override Being a minority shareholder does not mean being insignificant. The law recognises a set of rights that cannot be suppressed by majority decision, precisely...
The entry of an investor into a startup is usually seen as a positive milestone. And it is. But from a legal standpoint, it is also one of the stages where the most mistakes are...
Corporate restructurings are typically approached as a response to a specific need. An ongoing transaction, the entry of an investor, an internal reorganization process or, simply, the realization that the existing structure no longer reflects...
Allocating equity among the founders of a start-up is one of the most sensitive and crucial decisions in the early stages of any project. Although at the start everything is usually driven by excitement, mutual...
When a company closes an investment round, most of the attention usually goes to valuation, the percentage the investor receives, or the amount of capital coming into the business. However, there is one clause that...
Being a company director is often perceived as a position of prestige or even a mere formality within a company's structure. However, what many people overlook is that accepting this role entails a range of...
In an investment round, the focus is usually placed on metrics, growth, or product. However, there is one element that directly conditions the transaction: the company's legal review. Investors don't just analyze the business potential....
The Spanish Companies Act establishes clear mechanisms to ensure that directors fulfill their obligations and are accountable for potential damages....
We will tell you about some of the most common legal and commercial mistakes that can hinder an investment round....
We explain the difference between internal and external investment rounds, as well as the advantages, disadvantages, timelines and processes of each type....
We tell you what you need to know to create participatory financing platforms, also known as crowdfunding or crowlending....
The sale of shares in a limited company between partners must follow certain criteria and steps in order to be considered legitimate....
International investment in Spain: corporate structures, tax advantages and legal strategies to attract foreign capital....
The shareholders' agreement regulates the relationships between those who make up the corporate structure of a company. We explain how it is drawn up....
Problems arising from failure to register in the commercial register take on particular importance if the company comes to be considered irregular....
We review the most common legal errors in corporate transactions involving the sale and purchase of companies or M&A and how to avoid them....
Negotiating an earn-out is probably one of the most delicate exercises in a company sale. How to negotiate it without conflict....
We explain the difference between dividends and interim dividends, how they work, and how interim dividends are taxed....
A written meeting without a session is a mechanism that allows decisions to be made quickly, provided that legal requirements are met....
We explain how company mergers work, focusing on their advantages and possible drawbacks....
We explain how an investment round works, the terms to negotiate with investors, and the financial and legal preparation required beforehand....
Legal aspects you should know about when buying and selling company shares, clauses, rights and obligations of shareholders....
The right to exclude a member constitutes the company's power to terminate the corporate relationship with a member....
When a founding partner leaves, they often remain part owners of the business, which entitles them to have a say, vote, and collect benefits....
When a company seeks to attract investment, it is essential to establish agreements that regulate the relationship between new investors and existing partners....
Being a partner in a commercial company not only brings benefits, but also responsibilities....
Process for a foreigner to acquire shares in a Spanish company, either at the time of its incorporation or in capital increase rounds....
The partnership agreement is a private document that regulates the legal relationship between the partners of a company. Types and main clauses....
Stock option plans contain incentives for managers and employees, giving them the opportunity to participate in the company's capital....
Corporate insolvency is a critical situation in a company's life that can have serious legal consequences for its directors....
The participation of an industrial partner may be essential, and even indispensable, for the scaling or viability of the company. ...
When launching a start-up, one of the most sensitive and fundamental issues is how to allocate equity between founders and early-stage investors....
Commercial law plays a vital role in ensuring the United Kingdom remains one of the most attractive destinations for private investment. ...
The moment of the cash out: key legal factors for a successful exit of partners and investors....
In investment rounds in startups and growth companies, it is common to find references to the concept of “fully diluted capital”....
Power Purchase Agreements (PPAs) emerge as a strategic solution to ensure a stable energy supply at predictable prices....
Mergers and acquisitions (M&A) are complex processes that combine business strategy, financial analysis, and highly sophisticated legal aspects....
When a startup is looking for funding, one of the most sensitive issues from a legal point of view is how the entry of new investors is regulated....
When a Spanish company is looking to grow, one of the most attractive options is to bring in a foreign investor....
There are a number of risks involved in entrepreneurship, and one of the most important is to understand the extent of liability if the business incurs debts....
The figure of the administrator in companies in Spain is surrounded by obligations and risks that must be known in depth....
In Spanish limited liability companies (S.L.), shareholder agreements are a key tool to ensure that the interests of all shareholders are protected....
Closing a company is a difficult decision, but when the time comes, it is essential to get it right. Dissolution and liquidation of a SL in Spain....
Organic Law 1/2025 introduces a paradigm shift: the obligation to seek out-of-court settlement of disputes before going to court....
In an increasingly competitive environment, where the most valuable profiles receive many offers, offering an attractive salary is no longer enough....
One of the most important decisions when starting a business activity in Spain is to determine under which legal form to operate: self-employed person or S.L....
In investment agreements between startups and investors, especially during the early stages of business development, anti-dilution clauses play a crucial role....
The letter of intent (LOI) is a fundamental document in business, especially in complex negotiations such as acquisitions, mergers or strategic alliances....
Investment agreements are fundamental documents in the entrepreneurial ecosystem, as they regulate the relationship between investors and startups....
The advice of the commercial lawyer enables the process to be carried out legally, efficiently and in line with the interests of the company....
Crowdfunding has established itself as an innovative tool that enables startups to access capital through the participation of multiple investors....
Entrepreneurs often focus on the product and growth, neglecting essential legal aspects that can put their business at risk....
Artificial Intelligence (AI) is significantly reshaping the business world, particularly in mergers and acquisitions (M&A)....
