Let us imagine that a mayor authorizes payments to suppliers without documentary justification, that a civil servant diverts funds earmarked for a grant, or that a public-sector manager cannot explain a shortfall in the accounts of an autonomous agency. Before whom must they answer? Attention is usually directed to the Criminal Code. However, in the […]
Blog
Commercial and corporate conflicts
If a capital reduction by cancellation of shares affects only one shareholder, is the consent of all shareholders required?
08
Sep
Sep
The Spanish Supreme Court has recently ruled on a particularly relevant issue concerning capital reduction transactions involving companies, specifically private limited liability companies (sociedades de responsabilidad limitada or “S.L.”). Background A private limited liability company resolved to cancel the shares held by one of its shareholders and return the shareholder’s contributions by transferring assets and making […]
Commercial and corporate conflicts
Removal of the liquidator in a limited liability company: absence of an autonomous action for judicial dismissal
26
Aug
Aug
Judgment No. 1376/2025 of the Supreme Court, dated 3 October 2025, addresses the question of whether a minority shareholder of a limited liability company (sociedad de responsabilidad limitada) may bring an autonomous action for the judicial removal or dismissal of the liquidator appointed by the general meeting, on the grounds of breach of duties. The […]
19
Aug
Aug
The First Chamber of the Supreme Court, in its judgment No. 919/2026 of 16 June, has clarified a question of great practical interest for owners’ associations: the standing of co-owners to bring a claim against a defaulting contractor where the works contract was formally executed solely by the owners’ association. The ruling overturns the approach […]
Economic Criminal and Criminal Compliance
The offence of illicit enrichment: a pioneering provision with an uncertain future
12
Aug
Aug
Organic Law (LO) 14/2022 introduced surprising innovations to the field of Spanish Criminal Law. Among them, the introduction of Article 438 bis of the Criminal Code stood out. Continuing from our previous publication, in which we briefly addressed the offence of illicit enrichment, on this occasion Ayuela Jiménez shall analyse in greater detail the offence […]
03
Aug
Aug
The wildfires recorded over recent weeks have led to the approval of Royal Decree-Law 20/2026 of 29 July, which introduces a series of extraordinary measures aimed at protecting employees and businesses affected by these emergencies. The purpose of the legislation is to address situations in which civil protection measures—such as evacuations, access restrictions, or confinement […]
29
Jul
Jul
The management of employment terminations on objective grounds now involves a new financial and administrative consideration that companies should take into account. The Spanish General Treasury of Social Security, known as the TGSS, has changed the approach traditionally applied to payments made to employees when an employer fails to provide the statutory notice period in […]
22
Jul
Jul
Debtors’ files are records of asset information in which data relating to the breach of monetary obligations are recorded. Although they are often associated with the State Tax Administration Agency, the truth is that these files are regularly used by companies and private individuals: financial institutions, supply companies, telecommunications operators or any creditor who wishes […]
Economic Criminal and Criminal Compliance
The brilliance of a jewel may illuminate an investigation, but it is not sufficient to found a conviction
15
Jul
Jul
Let us suppose that a person holds a collection of jewellery valued at more than one million euros, and that person has no documentation evidencing its origin or acquisition. Could such undocumented ownership constitute a criminal offence? The answer, as is often the case in Criminal Law, depends. Unexplained wealth may open an investigation, but […]
Commercial and corporate conflicts
The disposal of essential assets by the director without a resolution of the general meeting: effectiveness against third parties
10
Jul
Jul
Judgment of the Supreme Court No. 881/2026, of 9 June 2026, addresses a question debated by legal scholars and provincial courts: what effectiveness against third parties does an act of disposal of essential assets carried out by the company director without the required resolution of the General Meeting of shareholders have, pursuant to article 160(f) […]