Gerhard W. Volz
Jordi Planchart Remmert
Contrary to initial appearances, the applicability of corporate law is not limited to the mere formation of a company. For example, corporate law includes annual business and tax planning, the maintenance and updating of the company’s internal structure and records, and the timely celebration of obligatory meetings such as the annual shareholders meeting and meetings of the Board of Directors. All these issues are fundamental to the life of a company but usually receive little or no attention, especially in small and medium-sized businesses.
Since its founding as a law firm, we have offered all the aforementioned legal services based on one fundamental premise: that a company must be in a position to dedicate most of its time and effort to its commercial or business endeavors, while still complying with all applicable Corporate Law requirements.
With this objective in mind, we offer comprehensive corporate law services, including:
- Serving as secretary of the Board of Directors, including constantly supervising all aspects of the company’s legal and formal status (i.e., appointment of officers, granting and revocation of powers of attorney, preparation and filing of annual reports, validation of all required company records, registration of company management, stock registry updates, and registration of company contracts with controlling managers). All this is provided, by telephone and e-mail, on an immediate, on-demand basis as needed by the client.
- The execution and public registration of all shareholder measures adopted by the company.
- Coordination with the company’s external auditors in regards to the preparation and auditing of annual reports.
- Structuring and executing merger and acquisition agreements at all stages: planning, documentation and execution.
We are highly experienced with mergers and acquisitions, at both the national and international levels, and are in a position to assist clients with transaction valuation, deal negotiation, analyzing and minimizing transaction risks, proposing and negotiating the necessary security agreements, etc. Our specialists in each of the fields involved (corporate, financial, tax, labor and environmental law) collaborate in the due diligence and analysis of the most relevant aspects of the transactions.
Our role includes the following activities:
- The valuation of companies in the context of an acquisition.
- The negotiation process.
- The tax planning of the transaction.
- Analysis and valuation of the legal alternatives available for consummating the transaction (e.g., sale of assets and liabilities, global assignment of assets and liabilities, sale or exchange of shares, contribution of assets, etc.).
- Due diligence (Corporate, Contractual, Industrial and Intellectual Property, Tax, Labor, Environmental, etc.).
- Evaluation of the risks and potential problems inherent to the transaction
- Analysis of the legal and employment consequences of the company’s change in ownership.
- The drafting and negotiation of the contract for the sale of the business, the shares or the company.
- Advising on guarantees and security agreements.
- Assistance with closing and formalizing the transaction.
- Post-contract supervision and follow-up.
The planning, formalization and implementation of all types of company resolutions, including the removal and appointment of directors, designated representatives and managers; changes of domicile; bylaws modifications; reductions and increases in paid-in capital; and the sale and purchase of company stock or partnership interests.
The design and execution of financial reorganizations, such as accumulated loss write-offs, capital increases, capital reductions caused by operating losses, and direct capital contributions by partners.
Advice to family businesses, including management continuity, professionalized management, and the drafting and implementation of family management agreements.
The creation of branches, agencies and local offices, both within and outside of Spain.
The formation of European-chartered companies, transnational mergers and domicile changes within the European Union.