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Corporate

Our lawyers have advised and represented individuals who have chosen to organize their business under a corporate and entrepreneurial form, as well as first-rate national companies in different economic sectors, providing them with the legal advice necessary for setting up, developing and operating their business.

Incorporation and structuring of companies.

We have intervened in the incorporation and structuring of companies operating in different economic areas ranging from the real estate and urban sector to the pharmaceutical, investor (FFF, joint venture, private equity) and start-ups, clinical, professional partnerships, food, restaurant, energy and car assembly industry.
An essential part of our activity is developed with multinational clients, given the special location of our office in Marbella, where citizens from Community and non-Community countries gather and where they have their place of residence. This has enabled us to specialize in the specific legal requirements that the international element, personal and patrimonial, implies when stablishing and operating a company.
Our legal advice covers the incorporation and registration of capital companies (limited liability companies, public limited companies and partnership limited by shares) as well as their branches; drafting articles of association that meet concurrent ad hoc requirements. Likewise we offer advice on the incorporation of successive public limited companies, assisting in the preparation-drafting of founding programs and issuance projects, the submission of the same before the corresponding authorities, the provision of information and guidance on the legal requirements necessary for the subscription and payment of shares.

Shareholders’ and partners’ agreements.

We advise governing bodies (General Shareholders’ Meetings and Management Bodies) on the corporate governance and the adoption of corporate agreements, attending their meetings, advising on material and formal legal requirements (notices of call, partners’ right to information, draft of minutes, certifications of corporate agreements, compliance with mandatory reports, attendance and voting quorums), dealing with the conversion of documentation into public documents and, where appropriate, the subsequent entry of the same in the corresponding register.
Our work extends to advising on:
· Increase and reduction of corporate capital in its different forms
· Change to the content of the Articles of Association
· Structural changes: mergers, divisions, restructuring of companies, global assignment of assets and liabilities
· Change of registered address, including international change of registered address
· Distribution of dividends, allocation of reserves
· Adoption of agreement of corporate liability action
· Preparation and approval of annual accounts
· Shareholders’ agreements
· Drafting all the documentation (both public and private) that corporate agreements entail

The protection of the minority shareholders’ rights.

Likewise we assist and provide legal advice to the minority shareholders in the legitimate exercise of their rights against the majority shareholders, exercising the right to information, attending the Shareholders’ Meetings, preserving the right to voice and vote, opposing to discriminatory or harmful procedures (such as the liquidation of the share capital), protecting the economic rights (right to dividends) and, as the case may be, enforcing the legal framework in order to clear the way for the judicial challenge.

Advice to management bodies. The secretariat for management bodies.

We offer commercial advice to companies, either temporarily or permanently, carrying out our duties as secretary of the board of directors of commercial companies or as lawyers and advisors of management bodies in their different forms.
In this area, it is of particular significance the previous assistance provided to company administrators in order to protect them against potential and unintended liabilities that may be claimed by the company and shareholders (due to failure to comply with: the duty of care, the requirement of good faith when participating in strategic and business decisions that are subject to the business discretionary power, the duty of loyalty or the duty to avoid conflict of interest).
We advise on the adoption of corporate agreements pursuant to the requirements established by the law and the articles of association, and intervene in the record of said corporate agreements in the minutes and, where appropriate, in the conversion of the same into public documents.

Transfer and sale of corporate shares or participations.

We intervene and assist our clients in relation to movements in the composition of the shareholders’ structure, offering legal advice on:
· Voluntary transfer inter vivos of corporate participations
· Constitution of guarantees and rights in rem limited on said guarantees
· Mandatory transfer inter vivos due to enforcement of attachment
· Transfer due to inheritance

Acquisition and sale of companies. Due diligence.

We advise on the acquisition and sale of companies in their entirety. We offer a personalized consulting service covering the whole merger or acquisition process. First, we verify the information and the proposal from different legal approaches that help look for and select the best possible companies to develop the strategic plan, analysing their situation and providing alternative proposals (total or partial sale, acquisition of a minority or majority shareholding, etc.) with a view to adopt an appropriate approach to the whole process, avoiding the so-called ‘agency cost’. Furthermore, we participate in the negotiation and completion of acquisition transactions, coordinate the process with other advisers involved (auditors, economists, etc …), draw up the documentation necessary for the sale of the company, including a bespoke valuation for said company, defend the Selling Memorandum and the result of the valuation before third parties. Additionally, our legal advice extends to the transition and integration process.

In this area, the well-known Due Diligence has to be highlighted in order to identify possible hidden liabilities and contingencies. For this purpose, we rely on a team of specialists with extensive experience in accounting, tax, labour and contracting auditing.

Dissolution and liquidation of companies.

Our advice covers the different types of extinction of capital companies.
We deal with the dissolution and liquidation of companies and our work extends to: arranging inventories and balance sheets, keeping accounting records, managing corporate assets, executing pending commercial transactions, dealing with the disposal of assets, the collection of credits, the payments to creditors, the settlement agreements and the termination of contractual relations.
Thanks to our experience and management skills, our legal firm is the only one in our country, outside the State legal services, which in times of economic crisis has liquidated in a record time of 3 years a first-rate public company depending from the Spanish Ministry of Development, the Public Rental Company (SPA), after facing difficulties derived from multiple factors (social, political and economic). This liquidation, which is near completion, has enabled the termination of thousands of lease agreements throughout the country. Since it was established, the SPA had subscribed almost 20,000 lease agreements with the approval of 22,601 owners to rent their properties and a total of 39,890 leaseholders interested in having access to some of the real estate available.

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