Commercial law and corporate transactions, Mergers and Acquisitions - Spain
With more than fifty years of experience, our firm vocation to accompany companies and businesses has led us to consolidate a highly specialised Corporate and Commercial Law department in Madrid, adapted to the current needs of the market.
Thanks to our outstanding international experience, we offer a global approach that allows us to address our clients’ legal needs with a broad and strategic perspective. In the Iberian market, our strong presence in Spain and Portugal positions us as leaders in the provision of comprehensive legal services, covering both Spanish and Portuguese law. This multidisciplinary approach allows us to provide personalised and effective solutions in all commercial and corporate areas, adapting to the particularities of each jurisdiction and sector.
Commercial Law
Our team of experts in commercial law advises on all key areas of this practice. We stay at the forefront of national, European and international regulations, ensuring an up-to-date and effective approach to the interpretation and application of any type of case related to this area. In addition, we are familiar with the main regulatory bodies, which allow us to offer strategic advice adapted to the current challenges of the market.
Corporate Law
In the corporate field, we advise on transactions, conflict resolution, restructuring (M&A) and strategic operations. We work with companies from incorporation to dissolution, handling all the processes in between, such as challenging corporate resolutions, corporate arbitration and directors’ liability. Our aim is to ensure the stability and success of companies in an ever-changing business environment.
We work closely with the Litigation and Arbitration, Labour, Insurance, Tax and Fiscal Law, Intellectual Property and Industrial Property departments of Belzuz Abogados España. This comprehensive approach provides our clients with solid and expert support to resolve any legal issue from all legal perspectives.
At Belzuz Abogados, we offer modern and effective legal solutions. Our team of lawyers is prepared to face the most complex legal challenges, always with a personalised and results-oriented approach.
Specialties of Commercial Law
Drafting and Negotiation of Commercial Contracts
In the dynamic world of business, drafting and negotiating commercial contracts is essential to establishing solid and transparent relationships. From sales contracts to distribution and franchise agreements, our team is dedicated to ensuring that every clause reflects the interests and needs of our clients. We ensure that all terms are clear and legally compliant, providing a solid foundation for any business transaction.
In addition, we understand the importance of supply contracts, where it is crucial to define delivery conditions, prices and responsibilities. Our aim is to facilitate effective negotiations that minimise risks and avoid future disputes, allowing our clients to focus on growing their business.
Real estate contracts
In real estate, contracts are the cornerstone of every transaction. Whether for the purchase and sale of real estate, leases or the development of real estate projects, our team offers comprehensive advice. We draw up purchase and lease contracts, as well as documents for real estate development, which not only comply with current legislation, but also protect the rights of the parties. This ensures clear and secure relationships and effective management of each real estate transaction.
Technology Contracts
With the rise of digitalisation, the drafting of technology contracts has become more relevant than ever. Our approach ranges from e-commerce to cloud computing and digital platforms. We advise our clients on the creation of contracts governing their online activities, ensuring that consumer rights are respected and data protection regulations are complied with.
When dealing with technology service contracts, we clearly define the obligations of providers and the rights of users, ensuring that security and confidentiality are priorities. In the case of digital platforms, we ensure that terms of use and intellectual property rights are well defined, protecting developers and users.
Due Diligence
Each year, we provide numerous advisory and support services for company acquisitions and shareholding transactions. This process includes a rigorous due diligence procedure, which allows our clients to assess the feasibility and risks associated with the transaction. Our meticulous approach ensures that all critical areas are identified, from financial to legal aspects, providing a clear view that facilitates informed decision-making. In this way, we ensure that our clients are prepared for successful and strategic acquisitions.
Intellectual Property Protection
The protection of intellectual and industrial property is essential for any company wishing to safeguard its innovations and its identity in the market. Our team specialises in the registration and protection of trademarks, patents, industrial designs and copyrights, ensuring that every creative asset is properly protected against unauthorised use.
The registration process can be complex and requires a thorough knowledge of the regulations in force. We guide our clients through every stage, from the search for similarities to ensure the availability and exclusivity of the trademark, to the filing of applications with the relevant authorities. Once registered, we work on trademark and patent surveillance to detect possible infringements and take appropriate action to enforce our clients’ rights.
Drafting of Intellectual Property Contracts
In addition to protection, we offer contract drafting services that are essential for the management of intellectual property. This includes the drafting of assignment and licensing contracts, as well as technology transfer and confidentiality agreements. These documents are vital to clearly establish the rights and obligations of the parties involved, ensuring that the use of creations and technologies is carried out in a legal and controlled manner.
Careful drafting of these contracts not only protects the interests of our clients but also minimises the risk of future disputes. We ensure that each clause reflects the intentions of the parties and complies with applicable law, providing a solid basis for any collaboration or transaction.
Supervision of Advertising Campaigns
The supervision of advertising campaigns and promotions is another crucial aspect of a company’s business. Our team is responsible for ensuring that all campaigns comply with current regulations, thus avoiding potential sanctions and protecting the reputation of our clients. This includes reviewing advertising materials to ensure that they do not infringe third party rights and that misleading advertising regulations are respected.
In addition, we advise our clients on the proper use of their trademarks and copyrights in advertising, ensuring that their communication is effective and legal. In this way, we help build a strong and respected brand image in the marketplace, which is essential for the long-term success of any business.
Adaptation to the RGPD and LOPDGDD
Adapting to the General Data Protection Regulation (GDPR) and the Organic Law on Data Protection and Guarantee of Digital Rights (LOPDGDD) is essential for any organisation that handles personal data. Our team offers comprehensive services that include legal audits and risk analysis, ensuring that companies comply with current regulations and protect their users’ information.
We conduct comprehensive audits to identify potential compliance gaps and propose corrective actions. This process not only helps mitigate legal risks but also strengthens the confidence of customers and users in the management of their data. Through a detailed risk analysis, our experts assess current data management practices and suggest improvements that are aligned with the requirements of the GDPR and LOPDGDD.
Stakeholder Rights Management
The management of data subjects’ rights is another crucial aspect of data protection. We assist organisations in implementing procedures to guarantee the exercise of rights such as access, rectification, erasure and portability of data. This involves establishing clear and efficient mechanisms that allow users to exercise their rights in a simple and effective manner.
Our approach includes creating internal policies and training staff to understand the importance of these rights and how to manage them appropriately. In this way, we not only comply with legal obligations, but also foster a culture of respect for privacy and data protection within the organisation.
Advice on International Data Transfers
In a globalised environment, the international transfer of data has become commonplace, but it also presents significant legal challenges. We offer specialised assistance in this area, ensuring that transfers are carried out in compliance with applicable regulations. This includes the drafting and implementation of standard clauses and Binding Corporate Rules (BCRs), which are essential tools to ensure that data is handled securely and in compliance with the law.
Our team is responsible for assessing the legal implications of data transfers and advising on best practices to minimise risks, thus ensuring continuity of international operations without compromising data protection.
Continuous Training and Website Audits
Ongoing training is essential to keep organisations up to date with data protection regulations. We offer training programmes tailored to the specific needs of each client, ensuring that staff are well informed about their data protection responsibilities and best practices.
In addition, we conduct website audits to assess compliance with the GDPR and the LOPDGDD. These audits identify areas for improvement and ensure that data collection and processing practices are transparent and secure. By providing detailed reports and recommendations, we help organisations strengthen their compliance posture and build a relationship of trust with their users.
Advising on Foreign Investment
In an increasingly globalised world, advising on the entry of foreign investment into Spain has become a necessity for many companies looking to expand their operations. Our team of experts is ready to guide international investors through the complex Spanish legal and regulatory landscape. We offer a comprehensive service covering from the identification of investment opportunities to the formalisation of agreements, ensuring that each step is carried out in accordance with local regulations.
A crucial part of our service is representation before administrative authorities. This is crucial, as foreign investments often require approval from various governmental entities. Our team acts as an intermediary, facilitating communication and ensuring that all legal requirements are met. This not only speeds up the investment process, but also minimises the associated risks, allowing our clients to focus on growing their business in a new environment.
Management of Spanish Investments Abroad
On the other hand, we also offer a specialised service in the management of Spanish investments abroad. With a particular focus on European markets, such as Portugal, our team helps Spanish companies to explore and capitalise on opportunities abroad. We advise on the planning and execution of investment strategies that are aligned with our clients’ business objectives.
Managing overseas investments involves not only knowledge of the local market, but also a thorough understanding of the cultural and legal differences that can affect the success of the investment. Our team provides detailed market analysis, identifies potential risks and offers solutions tailored to each client’s specific needs.
In addition, we facilitate networking in the target country, which is essential for building strong and lasting business relationships. Whether opening a new subsidiary, acquiring a company or simply expanding brand presence, we are committed to ensuring that every investment is made efficiently and effectively.
In the field of consumer and user protection, we offer a comprehensive set of services to ensure that companies comply with current regulations and protect the rights of their customers. Our services include:
- Regulatory Compliance in Labelling, Product Presentation and Legal Guarantees: We advise companies on applicable regulations on product labelling and presentation, ensuring compliance with consumer information regulations and relevant legal guarantees. This includes the correct identification of ingredients, instructions for use and warranty conditions.
- Management of Judicial and Extrajudicial Claims Related to Defective Products or Damage Caused: We provide support in the management of claims, both judicial and extrajudicial, related to defective products or damage caused to consumers. Our aim is to facilitate the resolution of disputes and ensure that the rights of users are respected.
- Drafting of Contracts and General Conditions: We take care of drafting and reviewing contracts and general conditions of sale, ensuring that they are clear, fair and comply with consumer protection regulations. This includes terms on prices, delivery conditions and return policies.
- Retail Advice: Promotions, Returns, Withdrawals and After-sales Services: We offer specialised advice on the management of promotions, returns and withdrawal policies, as well as after-sales services. We ensure that commercial practices are transparent and that consumer rights are respected in all transactions.
Specialties of Corporate Law
Incorporation of companies
The incorporation of ordinary or special companies is a process that requires attention to legal and administrative details. Our team takes care of drafting articles of association that are tailored to the specific needs of each company, ensuring compliance with current legislation. In addition, we offer advice on the liquidation of assets, ensuring that all procedures are carried out in a transparent and efficient manner, protecting the interests of the partners and avoiding future conflicts.
Amendments to the statutes and agreements between partners
Updating bylaws is essential to adapt to changes in legislation or in the structure of the company. Likewise, shareholders’ agreements and family protocols are key tools for regulating relations between partners and family members involved in the management of the company. We review and modify these documents, guaranteeing their adaptation to the business reality and minimising possible conflicts.
Changes in the Company
In addition, we manage changes in the name, address or other aspects of the company. These changes may be necessary for a variety of reasons, such as business expansion or internal restructuring. Our team ensures that all legal formalities are carried out properly and efficiently, facilitating the transition and maintaining continuity of operations.
Assistance at Notaries and Commercial Registers
We provide assistance at notary’s offices and commercial registers to ensure that all acts and documents necessary for the incorporation and modification of companies are carried out in accordance with current legislation. Our team is responsible for managing the required documentation, thus facilitating the process and guaranteeing the validity of the registrations.
Drafting and Monitoring of Agreements
The drafting and supervision of intercompany agreements is another area in which we specialise. We ensure that all agreements are clear, precise and comply with applicable regulations, thus protecting our clients’ interests and promoting sound and transparent business relationships.
Management of Annual Accounts
Finally, we offer annual accounts management services and relations with regulatory bodies. This includes the preparation and presentation of financial reports, as well as communication with regulatory bodies to ensure compliance with legal obligations. Our aim is to provide companies with efficient and transparent accounting management, allowing them to focus on their growth and development.
Organisation of the Board of Directors
The organisation and functioning of the Board of Directors is essential for strategic decision-making and oversight of corporate management. Our team advises on the structuring of the Board, ensuring that legal requirements are met and effective delegated committees are established to facilitate the operation of the company. This includes defining roles, responsibilities and procedures for efficient corporate governance.
Planning General Meetings
The planning of general meetings is another critical aspect of corporate governance. We advise on the preparation and convening of these meetings, ensuring that proper procedures are followed and legal obligations are complied with. We also manage the remuneration of directors and senior executives, ensuring that compensation policies are fair, competitive and aligned with the company’s objectives, thus fostering effective and committed leadership.
The planning and execution of restructuring, merger, acquisition and joint venture transactions are complex processes that require a strategic approach and an in-depth knowledge of the legal framework. Our team specialises in two key areas: the complete development of corporate transformation processes and the negotiation of strategic alliances and inter-company collaboration.
Development of Corporate Transformation Processes
Every year, we handle the complete development of corporate transformation processes, including mergers, spin-offs and international transfers of registered office. Our approach ranges from initial planning to final execution, ensuring that all legal and tax aspects are properly handled. We advise on the structuring of transactions, valuation of assets and drafting of necessary documents, ensuring a smooth and efficient transition that minimises risks and maximises opportunities.
Negotiating Strategic Partnerships
In addition, we offer strategic alliance negotiation and business-to-business collaboration services. We help companies identify and establish business relationships that enhance their growth and competitiveness in the market. Our team facilitates the negotiation of terms and conditions, ensuring that agreements are beneficial and aligned with the strategic objectives of the parties involved. We foster a collaborative approach that promotes innovation and long-term value creation.
