Mercantil & Societario

Our specialist team holds a wealth of experience in the complete process of incorporating companies, both for individuals and corporate bodies. We advise businesspeople in Andorra and Spain, as well as foreign businesses interested in establishing themselves in the Principality or Europe. Our lawyers provide guidance on issues of regulatory compliance so that the incorporation and launch of the Client’s business model is fully protected. Our work also comprises consultancy on business management, secretarial duties in the Administrative Body, and the implementation of corporate records of the day-to-day operations of the business.

Partner agreements (for Spanish private limited companies or S.L.) or Shareholder Agreements (for Spanish public liability companies or S.A) are essential documents for all companies, in which partners can specify the relationship between them and the company, and set forth the legal consequences of countless future situations (deadlock, share transfer, sale to a third party, conflicts of interest, dividend payments, and so on). We advise partners and shareholders on the negotiation and drawing up of these types of agreements concerning qualified majorities, restrictions on share transfers, call and put options, tag and drag-along rights, business management, dividend distribution, board composition and selection, and the exercise of voting rights.

Our firm takes on the task of advising shareholders, upper management, boards of directors, and committees on legal matters that can improve compliance and corporate governance practices. We prepare and draw up the relevant materials (incentive and salary reports, codes of ethics, compliance policies, and so on). Likewise, as non-board member secretaries, our lawyers handle the calling of meetings, taking minutes, and registering the partnership agreements of the Board of Governance.

We advise our clients on the negotiation of domestic and international agreements and contracts. By way of example, we negotiate, draft, and execute commercial contracts on purchase agreements, provision of services, distribution contracts and agency agreements, licensing contracts, confidentiality agreements, joint venture contracts, sponsorship contracts, intellectual property licensing, etc…
On the other hand, we also advise and assist our clients in the different conflicts and disputes that may arise in the course of their activities, with the aim of finding alternative solutions in conflict resolution. With that in mind, in 2018 our firm ran a Negotiation for Entrepreneurs course as a means of helping our clients improve their negotiation skills using our methods. We offer a preventative legal consultation which enables our clients to minimize the likelihood of future litigation using effective, efficient, speedy, amicable out of court solutions.

Our team advises on complex operations aimed at the takeover, merging, or demerging of companies. We provide support and draw up takeover contracts for all classes of private corporations (purchases, mergers, capital increases, and so on), we give guidance on alternative divestment strategies, we manage restructuring and the international transfer of head offices. We target solutions for the most complex issues involved in the structuring and financing of business operations.

We advise business on their funding rounds, casting a legal eye over all documentation relating to raising capital (Investor’s Deck, Business Plan, Executive Summary, and so on). We also support our clients in investor and venture capital firm meetings. We negotiate and draw up documents to secure investment, such as term sheets and letters of intent, and confidentiality agreements. We work alongside the investor’s legal team on the Due Diligence, which will lead to, if all goes well, the investment agreement and, consequently, the successful conclusion of the funding round.

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