Commercial and corporate lawyer

If you run a company, are a shareholder, a director, or sit on a board, you know there are decisions that do not allow improvisation. A poorly drafted contract, weak corporate bylaws, a share transfer without proper safeguards, a badly convened shareholders’ meeting, or a mismanaged insolvency process can cost far more than the initial problem itself.
 
Here we help you do one very specific thing: make corporate decisions with legal certainty and a business-oriented approach. Not only to solve immediate problems, but to prevent the next one from escalating.
 
We work from Barberà del Vallès by appointment and also provide online support to companies across the province of Barcelona. Our approach aligns with what leading corporate law firms do best: supporting companies throughout their entire lifecycle—corporate transactions, governance, commercial contracting, crisis situations, and internal investigations—with comprehensive advice and tailored solutions.

If you have a company, a shareholder dispute, or a sensitive corporate transaction, it is better to handle it properly from the start

Commercial and corporate law is not only for large transactions. It is mainly used to protect the company structure, decision-making processes, shareholder relationships, and the company’s ability to operate without disruption.
The Spanish Companies Act (Ley de Sociedades de Capital) is the core legal framework for companies in Spain, and corporate governance rules have also strengthened aspects such as directors’ duties, remuneration, and corporate management.
 
In practical terms, this affects very real issues:

• how you incorporate and structure a company;
• how you draft effective bylaws;
• how you convene, vote, and document corporate resolutions;
• how you protect a shareholder entry or exit;
• how you bring claims against directors;
• and how you respond when the company or a third party enters a crisis situation.

I want to review a corporate or shareholder issue

Commercial contracts that truly protect your business

Many corporate disputes do not start in court. They start with a poorly drafted contract—or with no contract at all.
 
Leading Corporate/M&A and commercial law firms stand out precisely for their ongoing advisory work in commercial contracting: drafting, negotiating, and structuring service agreements, supplier and client contracts, incentive schemes, business leases, and other key business arrangements.
 
Here we approach commercial contracts with a clear logic:

• they must be clear and understandable;
• they must allocate risk properly;
• they must anticipate breaches, exits, and penalties;
• and they must avoid leaving the business exposed if the relationship breaks down.

 
Typical examples

• service agreements
• distribution or collaboration contracts
• supply agreements
• agency contracts
• confidentiality agreements (NDAs)
• shareholder agreements
• joint ventures and investment agreements
• general terms and conditions between companies

I want to secure a commercial contract

Articles of association, shareholders’ meetings, minutes, and corporate governance without improvisation

A company does not govern itself. And when things are done “as usual” without properly reviewing bylaws, notices, quorums, authority powers, or the wording of resolutions, that is when invalid decisions, deadlock situations, or shareholder disputes arise.
 
The practice of leading corporate law firms clearly reflects what clients value in this area: corporate governance, company law, general meetings, fiduciary duties, conflicts of interest, and comprehensive advisory services across all aspects of corporate management. (Uría Menéndez)
Here we assist you with:

• company formation and corporate structure
• drafting and amending bylaws
• convening and conducting shareholders’ meetings
• corporate minutes and certificates
• board resolutions and governing bodies’ decisions
• appointment, dismissal, and remuneration of directors
• internal protocols and corporate structuring

As the company grows, this stops being “paperwork” and becomes real control over the business.

I want to review bylaws, a shareholders’ meeting, or corporate minutes

Share purchases, entry and exit of shareholders

This is one of the most sensitive and valuable areas of corporate practice. When someone buys or sells shares, they are not just acquiring a percentage of a company: they are acquiring risk, control, hidden liabilities, structure, and future exposure.
 
Leading M&A firms in Spain are recognised precisely for their expertise in share transactions, investment agreements, divestments, joint ventures, and complex corporate deals.
The work here is not only about drafting the contract
 
It also requires reviewing:

• articles of association and transfer restrictions
• pre-emption rights
• shareholders’ agreements
• price and adjustment mechanisms
• representations and warranties
• due diligence
• tax and corporate structure of the transaction
• and what happens if either party breaches the agreement

I want to review a share purchase agreement

Corporate disputes, directors’ liability, and liability extensions

When a company enters into conflict or financial deterioration, the issue often stops being purely corporate and begins to directly affect directors, shareholders, and personal assets.
 
The Spanish Companies Act (Ley de Sociedades de Capital) and its case law recognise the liability of company directors in certain situations. Legal provisions and jurisprudence also establish scenarios of joint and several liability for company debts, including debts with Social Security, when legal requirements are met—such as insolvency, breach of statutory duties, or failure to act in the presence of grounds for dissolution.
 
In addition, tax law (the General Tax Law) regulates the concepts of successors and liable parties, which can lead to the extension of liability for tax debts in specific cases.
 
We can help you if:

• you are a shareholder and suspect mismanagement;
• you are a director facing potential liability claims;
• you want to bring a claim against a director;
• there is a corporate deadlock;
• or you need to assess whether there is a basis to claim or defend liability.

I want to act against a director or defend myself

Insolvency proceedings, restructuring, and creditor protection

When a company faces financial distress, the correct response is not always “wait and see” or “close immediately.” Since the 2022 reform, the insolvency system places much greater emphasis on preventive restructuring and negotiations with creditors before entering formal bankruptcy proceedings. Law 16/2022 regulates the communication of the opening of negotiations and restructures Book II of the Insolvency Law to introduce restructuring plans.
 
This significantly changes strategy for:

• companies that need to gain time and reorganise liabilities;
• creditors seeking to protect their position;
• shareholders and directors needing to reduce exposure before it worsens;
• and transactions where a counterparty’s insolvency affects payments, guarantees, or business continuity.

 
This includes, among others:

• company insolvency proceedings (bankruptcy)
• creditor protection against insolvent debtors
• restructuring plans
• assessment of liabilities and insolvency estate
• pre-insolvency actions
• strategy for continuity or orderly winding-up

I want to review an insolvency or bankruptcy situation

I want to review an insolvency or bankruptcy situation

Compliance and regulatory compliance for companies

Compliance is no longer something only for large corporations. In many SMEs and mid-sized companies, it is the difference between preventing a problem or reacting too late when liability, internal investigations, or reputational damage has already occurred.
 
Law 2/2023 regulates the internal reporting system, including the whistleblowing channel, the system manager, and the procedure, and expressly states that this internal system must be used as the preferred channel for reporting breaches. In addition, Cuatrecasas presents this area as high-value advisory work in the implementation of effective compliance systems and internal investigations.
 
We approach this in a practical way:

• whistleblowing channel / internal reporting system
• internal policies
• criminal compliance
• labour compliance
• data protection as part of internal control
• internal investigations and response to incidents

I want to review my company’s compliance system

How we handle your corporate and commercial matter

1. We identify what is really at stake
Not only the legal issue, but also the impact on control, cash flow, risk exposure, and business continuity.

2. We organise documentation and the corporate structure map
Bylaws, minutes, contracts, structure, shareholdings, governing bodies, debt, and each party’s position.

3. We design the strategy
Securing a transaction is not the same as resolving a shareholder deadlock, bringing a claim against a director, or preparing a restructuring plan.

4. We negotiate when it makes sense, litigate when necessary
In corporate matters, strong negotiation is often the smartest move; other times, formal documentation and litigation are required. The key is knowing the difference.

5. We think about what comes next
How the company is left positioned, how corporate governance is affected, and what risks are prevented going forward.

What documentation do we need?

If you already have it, it is useful to gather:

• articles of association and incorporation deeds
• shareholders’ register book, if applicable
• minutes, certificates, and corporate resolutions
• shareholders’ agreements or side agreements
• relevant commercial contracts
• financial statements, liabilities, or useful financial documentation
• notifications from the tax authority (AEAT), social security (TGSS), or creditors
• communications between shareholders, directors, or the board
• draft transaction documents, term sheets, or due diligence reports if available

If you do not have everything, that is not a problem. We will tell you what is truly necessary and what is worth requesting before taking any steps.

If you are about to make an important corporate or commercial decision, it is better to do it with proper control

In corporate and commercial law, poorly planned decisions do not only cost money. They also cost control, time, and business stability.
If you need to review contracts, bylaws, corporate minutes, a share purchase, an insolvency situation, a liability claim, or a dispute with directors, we help you act with a clear approach: legal certainty, practical strategy, and business vision.

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