Advice on Mercantile Law issues

Mercantile Law has actually become a constituent and key part of trade and business relationships. That is the reason why the Area of Mercantile Law and Company Law of CIALT delivers comprehensive and complete advice the scope of which encompasses both the general area and the specialized practice sectors.

The professional staff working at the Mercantile Law and Company Law areas of CIALT are actually a strong and efficient team made up by attorneys that do not only have a large and proven experience but also a high degree of expertise in these branches of law, acquired through a previous and intense work at the business world, the university or the legal profession.

We provide assistance and advice to all kinds of companies and groups, both national and international, regarding all the legal issues related to their business activity.

Our advice includes the rendering of the following services:

  • Formation of companies and entities of all kinds (e.g. public limited companies, private limited companies, employee-owned companies, cooperatives, JVs, Economic Interest Groups, etc.): we take care of the formation of all kinds of registered companies while at the same time providing advice on decision making regarding the type of legal form that best suits their new business projects.
  • Amendments to the Articles of Association: either at the time the business is formed or at any other time thereafter, we are involved in the preparation and drawing up of the Articles of Association, by drawing up, revising and adjusting the different clauses in the Articles so that they suit the needs of the shareholders.
  • Provision of advice to the company’s bodies: Shareholders’ Meeting and governing body.
  • Agreements and arrangements between shareholders: drawing up of all kinds of agreements and covenants to govern the relationships between shareholders and at the same time those of these latter with the company, but also to conclude business alliance agreements with third parties, and to make new investments, amongst other types of transactions.
  • Legal Advisor and Secretariats of the Board of Directors: provision of legal assistance to the company’s governing body when taking decisions in order to adopt all kinds of resolutions.
  • Legal Due Diligence.
  • Remuneration of Directors and top executives.
  • Company dissolution and liquidation.
  • Mercantile agreements: drawing up, revision and amendments of agreements concerning daily business activities (e.g. distribution agreements, franchise agreements, agency agreements), production agreements, professional and industrial services agreements, provision of collateral securities (e.g. guarantees and bonds, real estate mortgages, chattel mortgages, pledges, etc.), amongst others.

FAMILY COMPANY

In CIALT we are well aware of the complexities of family companies as well as of the likely conflicts that may arise as a result of succession of the company’s manager.

Having this in mind, CIALT offers its clients legal advice on both the company succession process and on the drafting of a Family Agreement for the company to govern the family-company relationships.

We are providers of specialist legal advice to family companies, and we offer them the most suitable solutions in the light of their specific circumstances, of the sector where they carry out their activity and of the generation stage they are at.

In particular, the provision of advice by CIALT on this area has a wide spectrum covering the following:

  • Family Agreement for the company: attendance and assistance at all the different stages of the drawing up of the Family Agreement for the company, that is to say, preliminary advice, conclusion and performance. Provision of advice to prepare and draw up the Family Agreement for the company, including all the material aspects concerning the relationships between family members, those between shareholders, and at the same time those of the former with the company, by regulating all those issues that may be requisite in order to be able to keep the family company in business and to make its succession possible.
  • Company succession: assistance in the regulatory and planning stages of the company succession by providing advice on the preparation and drawing up of prenuptial agreements and last wills and testaments.

BUSINESS RESTRUCTURING: Company Mergers and Acquisitions

CIALT designs, provides advice and assistance to its clients in all kinds of business restructuring transactions, ranging from the conclusion of preliminary agreements to their performance, by taking into account all the legal issues arising therefrom. In order to carry out this task CIALT has a staff made up by high-level professionals with a wide experience in this area, and as a matter of fact we have taken an active role in the planning and organization of a large number of domestic and international transactions.

The services rendered by CIALT in this area encompass the following:

Restructuring transactions:

  • Mergers, split-offs, global transfer of assets and liabilities, both domestically and internationally.
  • Company restructuring and group restructuring.

Company acquisitions:

Provision of advice to all kinds of companies, by conducting company audits or company Due Dilegences. Formation of joint ventures and of all kinds of business alliances.