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Commercial Law

Commercial Law Lawyers

EXPERT LAWYERS IN COMMERCIAL LAW

The Prime Legal Abogados’ Commercial Law Department is made up of top-level specialist lawyers with extensive experience advising businesses and private individuals on all types of commercial matters in Spain and abroad.

Therefore, we can offer advising in all areas of commercial practice whether on mergers and acquisitions (M&A), corporate law, commercial contracts ç, financing or new technologies law, among others.

Our commitment is to offer the highest technical quality in the provision of our services, always focusing on meeting our clients’ practical needs.

Having been involved in numerous commercial transactions in a diverse number of sectors, we have accumulated extensive knowledge of different business environments, which we integrate in our counselling so as to provide our clients with the best legal coverage possible.

When it comes to our team, our clients highlight their high technical capability, resolute and proactive nature as well as their ease in teamwork.

Finally, the complete coordination of our commercial law department with the departments of Prime Legal Abogados (taxation, labour, real estate, procedural law …) allows us to offer a legal solution in each case that adapts to our clients’ needs even when such needs exceed purely commercial issues.

COMMERCIAL LAW SERVICES

We look after your company’s interests

Mergers and acquisitions (M&A)

Corporate acquisition and merger transactions are excellent tools for fostering business growth by taking advantage of synergies and/or increases in market share, among others. However, these kinds of transaction involve a certain level of complexity depending on the sector and size of the operation as the assumption of different assets and liabilities with their own history are involved which can sometimes create exposure to unexpected underlying contingencies which may have an impact on the business plan established. Moreover, and from a seller’s perspective, the assumption of unsuitable liability towards the buyer or a lack of price security can drastically reduce the economic attraction of a transaction.

All of this makes absolutely necessary custom advice from specialists who know how to identify the main risks of an operation in each case, in order to have the adequate contractual security with the utmost legal guarantees, all in a view to maximizing the possibility of success with the intended transaction.

To this end, Prime Legal Abogados has the ideal team to advise and counsel in this area since (a) it is exclusively made up of top-level specialist lawyers with broad and extensive experience in the legal design and execution of transactions of this kind in a diverse range of sectors (industrial, automotive, healthcare, hotels, real estate…), which means it can handle such transactions with the greatest of legal guarantees; (b) it has in-depth knowledge of the business world which provides it with a privileged practical and pragmatic view that’s adapted to its clients’ real needs; and (c) it is absolutely and unwaveringly committed to placing its clients at the center of all concerns. All of this puts us in an unbeatable position for providing advice at the highest level all while ensuring each transaction is completed in each case in line with our clients’ needs with full knowledge of the most relevant business and legal implications.

Thus, we can advise with a legal perspective on all types of business and/or assets’ sale, merger or divestiture, capital risk and other processes including the capacity to coordinate multidisciplinary and/or international teams whether in Spanish, English or French. This advising can be provided to buyers or investors, sellers, the target company or the management team and always with a view towards closing the transaction in favor of our clients’ best interests. In particular, our services cover (a) planning the operation, helping design the best possible structure for the execution thereof in coordination with our tax department, (b) the due diligence phase, also coordinating with legal specialists in each area of interest (taxation, labor, administrative, real estate…), with a practical and specialized approach aimed at detecting the main contingencies and legal problems as well as (c) the execution of the transaction by preparing and negotiating the corresponding sale and purchase agreement (SPA, BPA…) with a special focus on the most important issues (indemnities, reps and guarantees…), as well as the necessary shareholders’ agreements as part of the execution, when necessary.

Likewise, we are able to advise you on preparing and negotiating any business collaboration or joint venture agreements for specific contracts or corporate-wide, nationally or internationally, all while anticipating future problems so they are adequately covered from the very start of the relationship.

Corporate Law

Our expert team is able to offer comprehensive corporate law advising throughout the company’s lifetime from the incorporation to the extinction of the company. Such advice on the one hand covers legal counsel on matters such as incorporation, changes to the articles of association, restructuring (mergers, demergers, capital increases and decreases, transformations…), the dividends’ policy, director and senior management compensation policies as well as the analysis of any legal or statutory issues, with the ability to provide support services or assume the very duties of Secretary of the Board of Directors.

Likewise, this advice extends to the preparation and negotiation of shareholders agreements in order to provide the company and its shareholders with clear rules of the game adapted to the particular characteristics of each company, so that they can concentrate on doing business.

Finally, advisory services can also be offered on the management of corporate conflicts with support in planning and executing the strategy to be followed in order to achieve the most appropriate and suitable solution in each case.

In connection with the foregoing, our team’s high technical specialization means we can handle any corporate operation with absolute guarantees irrespective of the complexity and in a coordinated manner with our clients so such processes are completed as efficiently as possible. Likewise, the coordinated actions of our specialist colleagues in other areas of law (particularly, taxation and labor law) allow us to offer comprehensive counsel in any matter whenever necessary.

Commercial Contracts

Adequate regulation of business relationships at the contractual level is essential as it allows the rights and obligations of the parties to be clearly established, avoiding any element that distorts their legitimate expectations, establishing mechanisms to minimize the possibility of future disputes arising and determining a guarantee framework for their resolution in the event they do arise. To this end, our greatest added value is the ability to anticipate the practical problems that may arise in the future so that our clients’ interests are duly covered in line with the best legal practices from the very beginning of the contractual relationship based on our extensive experience in the field and our knowledge of the most relevant legal and jurisprudential developments.

Thus, we are able to advise on the preparation, negotiation and interpretation of commercial contracts of any nature– distribution, agency, franchise, service provision, among others– whether national or international, with the goal of providing a simple, clear and efficient structure to the commercial relationship with guarantees all while adapting the contract to the issues inherent to each business sector.

Also worth highlighting in this area is our extensive experience advising elite athletes when preparing and negotiating endorsement agreements.

In connection with this, our team is able to advise you on any commercial contract and may even review the most relevant contracts used in your business activities so as to enhance them and give them more legal security.

Financing

Our team is ready to advise you on any financing operations, whether syndicated or bilateral. Such advice covers the preparation and negotiation of the financing agreement (loan, factoring…) as well as the corresponding associated guarantees (pledge, mortgage…) in order to ensure the obligations undertaken by our clients are appropriate considering market practices and adapt to their business plans.

New Technologies, Intellectual Property and Data Protection

The team led by our partner responsible for the Commercial Law Department offers specialist and comprehensive services related to (a) new technologies, (b) intellectual property, and (c) data protection. In particular:

(a) Legal advice on any matter related to new technologies and related services: comprehensive legal coverage of the implementation of websites, apps, blogs and any digital platforms (terms and conditions of use, legal notice, cookies policy, privacy policy…), e-commerce (drafting of general conditions of sale or online purchase, consumer and user protection analyses, the implementation of legal protocols for distance selling and the establishment of payment services), online advertising (advice aimed at ensuring that advertising complies with both the general regulations on the matter and the specific regulations for online sites, the establishment of protocols to follow depending on the platform (social networks, blogs…), contracts with influencers, unfair competition analyses, contest and online sweepstakes rules), technology and software contracts, legal defense for technology-based conflicts, among others.

(b) Legal advice on intellectual property, whether in terms of trademarks or designs (licensing and assignment contracts, pre-contentious and contentious advising, registration and oversight of national, European, international and foreign trademarks and/or designs, management of the distinctive signs portfolio, audits and strategic design for the protection of trademarks and other distinctive signs…), patents and utility models (licensing, patent and utility model assignment contracts, R&D&i collaboration contracts, pre-contentious and contentious advising, advice regarding registration in collaboration with the best technical experts in patents, preliminary patentability reports…), copyright and image rights (contracts relating to the assignment of copyrights, image rights, legal defense, actions before the intellectual property registry and protection by notarial deposit), domain names (advice in conflicts between trademarks and domain names, the recovery of domain names through ADR mechanisms, defense in court), or know-how (protection of industrial secrets, confidentiality agreements, internal protocols for the protection of industrial secrets, technology transfer)

(c) Personal data protection: adaptation to the general data protection regulation and other applicable regulations (privacy policy for websites/apps, cookies policy, design of custom internal data protection policies…), court and out-of-court legal advising on issues related to the Spanish Data Protection Agency, legal audits and the establishment of corrective measures, among others.

Responsible partner

Daniel Paes Julián

Email
dpaes@primelegalabogados.com

Are you looking for help?

Call us: +34 931220305

info@primelegalabogados.com
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