The recent Judgment of the Madrid Court of Appeal (Section 28), No. 330/2025, dated 27 October, addresses the point in time at which a professional shareholder loses such status after exercising the right of withdrawal in a professional company. This decision is particularly relevant because it rejects the automatic application of the consolidated case law […]
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Category Archives: Commercial and corporate conflicts
Commercial and corporate conflicts
Key Resolutions Following the New Regulation on Structural Modifications
26
Mar
Mar
Since the entry into force of Royal Decree-Law 5/2023, of 28 June, which introduced a profound reform in the regulation of structural modifications of commercial companies, various resolutions issued by the Directorate-General for Legal Security and Public Faith have provided greater legal clarity. One of the most significant is the Resolution of 16 December 2024, […]
Commercial and corporate conflicts
The Family Protocol as an Ancillary Obligation in Articles of Association
07
Mar
Mar
The Official State Gazette Publishes the Resolution of the General Directorate for Legal Security and Public Faith (DGSJFP) of 29 November 2024 This resolution analyses whether the obligations arising from a family protocol can be classified as ancillary obligations within a company’s articles of association. Legal Framework for Ancillary Obligations in Companies Article 86 of […]
Commercial and corporate conflicts, Office
Key Considerations for Successful Negotiations in Investment and Financing Rounds for Start-ups
25
Nov
Nov
What Are Investment Rounds? Investment rounds are a corporate funding process through which companies secure capital from investors, whether they are pre-existing shareholders or external parties. Through this mechanism, the company gains the capital necessary to ensure its growth, while the investor acquires a stake in the company’s share capital. Existing shareholders may increase their […]
Commercial and corporate conflicts
Prohibition of Financial Assistance and Guarantee on the Value of Shares
07
Nov
Nov
Prohibition of Financial Assistance Our legal system, under Article 150 of the Companies Act, prohibits advancing funds, granting loans, providing guarantees, or, in general, offering any form of financial assistance to facilitate the acquisition of a company’s own shares, or the shares or stakes of its parent company, by a third party. This prohibition applies, […]
Commercial and corporate conflicts
Substantial modification of the corporate purpose and the shareholders’ right to withdraw from the company
15
Oct
Oct
The Directorate General for Legal Certainty and Public Trust has recently expressed its opinion in its decision dated 11 March 2024 on the situations that give rise to a substantial modification of the company’s objects and confer a right of withdrawal on the shareholders. Modification of the Articles of Association In the case in question, […]