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Adapting Contracts to the Unforeseeable: The Application of the Cláusula Rebus Sic Stantibus

Rebus sic stantibus is a legal doctrine that allows for the review or modification of a contract when, after its execution, unforeseeable and extraordinary circumstances arise which fundamentally disrupt the contractual balance between the parties. Originating in case law and applied with considerable caution by the Spanish courts, this principle has gained particular relevance during […]

Employment news after the summer: leave, severance pay and working hours

August is usually a period of rest for most professionals. However, as labour lawyers, we know that summer never means a complete break: there are always legal reforms, regulatory proposals or amendments that directly affect companies and workers. With the end of summer in sight and September just around the corner, it is time to review […]

Legal alert on the establishment of the independent whistleblower protection authority

1.Introduction Setting 1 September 2025 as the official date for the implementation of the Independent Whistleblower Protection Authority (A.A.I.), a body provided for in Law 2/2023 of 20 February, regulating the protection of persons who report regulatory infringements and the fight against corruption. In view of the imminent entry into service of the A.A.I., we […]

How to successfully manage a tax inspection in Spain: key guide for companies and freelancers

Tax inspections are part of everyday business life in Spain. Whether you are self-employed, an SME or a large company, it is likely that at some point the Tax Agency will decide to review your tax obligations. Knowing how to act, what rights you have and how to prepare can make the difference between a […]

WHEN CAN A NEGOTIATION IN WHICH A LAWFUL EVIL IS ANNOUNCED BE CRIMINAL?

As we explained in our previous article of 3 March 2025 (When is intimidation criminally relevant?), there are certain situations in which any person – regardless of their status or profession – may experience a negotiation in which a legitimate evil is announced to them if they do not comply with an equally legitimate condition. […]

The dissolution of a company due to the paralysis of its corporate bodies constitutes a disposable matter capable of being submitted to arbitration

What is the paralysis of corporate bodies? Pursuant to Article 363.1(d) of the Spanish Companies Act (Ley de Sociedades de Capital), “the paralysis of the corporate bodies in such a manner as to render their functioning impossible” constitutes a statutory ground for dissolution. In such cases, the company is under a legal obligation to dissolve.However, […]

A sparse yet sufficient motivation does not warrant the annulment of an equity-based arbitral award for breach of public policy

What Constitutes the Motivation of an Arbitral Award? An arbitral award must meet certain internal requirements, one of which is the duty of motivation. This entails the arbitrators’ obligation to present the reasons and grounds underpinning their decision, thereby enabling the parties to understand the essential criteria guiding the resolution of the dispute. However, the […]

Does Banking Liability Arise in Cases of CEO Fraud? Commentary on Relevant Case Law

On CEO Fraud: Concept and Features With the recent surge in the use of digital tools in business, warnings about the potential to fall victim to scams or fraud via the internet have become increasingly common. This post addresses the so-called “CEO fraud”, which, although a relatively novel concept, has already been legally defined through […]

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