Not every form of compensation provided for in a shareholders’ agreement (pacto de socios) constitutes an enforceable debt. And not every failed venture entitles a party to shift onto the director the cost of economic expectations that never accrued. Judgment of the Supreme Court (Sentencia del Tribunal Supremo) No. 799/2026, dated 27 May, Roj STS […]
Blog
10
Jun
Jun
The money laundering offence, set out in Articles 301 to 304 of the Criminal Code, targets conduct designed to channel criminally derived assets into the lawful economy by concealing or disguising their illicit origin. The basic penalty ranges from six months’ to six years’ imprisonment, together with a fine of up to three times the […]
Commercial and corporate conflicts
Related-Party Transactions, Conflicts of Interest, and the Duty of Loyalty: The Supreme Court Strengthens Oversight of Directors’ Conduct
03
Jun
Jun
Judgment of the Supreme Court No. 449/2025, dated 20 March 2025, examines the scope of directors’ duty of loyalty and duty of care in the context of transactions carried out with related companies, and clarifies the requirements for a derivative action (corporate liability action) to succeed when a director contracts, in a situation of conflict […]
27
May
May
The consolidation of remote work has forced courts to reinterpret traditional concepts of Labor Law within a very different organizational reality from that of conventional in-person work models. Concepts such as workplace, effective working time, and employer supervision have become significantly more complex when work is carried out from the employee’s home under flexible working […]
20
May
May
Introduction The Judgment of the Spanish Supreme Court (Civil Chamber) no. 673/2021, of 5 October, provides with a clear and practical ruling on the piercing of the corporate veil, by declaring the joint and several liability of the partners of the company debtor of a construction contract. This judgment addresses the conditions and limits of […]
Economic Criminal and Criminal Compliance
Forging a painting is not plagiarism: the paradox of fake art beyond the reach of Criminal Law
13
May
May
Picture the scene: Madrid, an auction house where a buyer examines a screen print attributed to a great artist, bids on it, wins and takes it home. He hangs the painting. He contemplates it for years, with the satisfaction of owning a work of international significance. Until one day someone tells him the harsh truth: […]
Commercial and corporate conflicts
Can the amount of the commercial agent’s goodwill indemnity be mitigated?
06
May
May
Article 28 of the Agency Contracts Act (LCA) recognizes, provided certain conditions are met, the right of agents to receive goodwill compensation upon termination of the agency agreement. The purpose of this mechanism is to compensate the agent for the value generated for the principal through the acquisition and consolidation of clients. Upon termination of […]
29
Apr
Apr
The Administrative Chamber of the Supreme Court has issued a ruling of extraordinary practical significance for the exercise of inspection functions in Spain. In Resolution No. 441/2026, dated April 14, with Justice Luis María Díez-Picazo as the reporting judge, the Supreme Court establishes the legal principle that the Labor and Social Security Inspectorate may not […]
22
Apr
Apr
Serving as a company director in Spain in 2026 has become a significantly more complex and risky undertaking. Recent developments in Spanish Supreme Court case law have helped to more precisely define the scope of a director’s liability, but this greater clarity has not necessarily translated into certainty. On the contrary, it is generating a […]
Economic Criminal and Criminal Compliance
The Effects of Constitutional Court Judgment 15/2026: The Audiencia Nacional Begins to Annul Pre-Trial Detention Orders
15
Apr
Apr
In our recent article, at Ayuela Jiménez we analysed Constitutional Court Judgment (STC) 15/2026, of 23 February, and noted that it could mark a turning point in pre-trial detention practice. The legality of what had hitherto been tolerated —that a generic “summary” or purely formal access to the incriminating evidence sufficed to order pre-trial detention— […]