The aim of this guide is to provide its readers with a pragmatic overview of the law and practice of investing in across a variety of jurisdictions.

Each chapter of this guide provides information about the current issues affecting investing in a particular country and addresses topics such as governmental approvals and requirements, foreign direct investments, exit transactions and tax or duties as well as insight and opinion on the most common issues in their respective country.

Specifically, the Spanish guide has been elaborated by our partner of the M&A and Commercial department, Xavier Costa.

You can consult the guide in this link.

David Vegara, Chairman of the Advisory Board of RocaJunyent, invites us to read his Economic Note. In it, he analyses how 2023 ended with global growth close to 3%, marked by persistent inflation and growing geopolitical tensions, especially in the Middle East, and how 2024 looks challenging with possible intensifications in the dynamics of "de-globalisation", climate urgency and the introduction of generative Artificial Intelligence. As for the Spanish economy, Vegara points to a positive performance in 2023, but highlights shadows for 2024, including geopolitical uncertainty and fiscal challenges, urging a discussion on budget and public spending to adapt to the new economic reality and avoid long-term fiscal problems.

Access the full Economic Note.

The focus is on climate disclosure, covering the implementation of far-reaching sustainability standards such as the EU's Corporate Sustainability Reporting Directive (CSRD) and the forthcoming US Securities and Exchange Commission regulations.

In the spring, the US SEC's rule on climate change reporting, although delayed, should see the light of day. The rule will require subject companies to invest heavily in internal controls. For those not directly subject, its interest stems from the SEC's global influence on regulators around the world.

Ultimately, further specific regulatory developments are anticipated in areas such as circular economy, waste, packaging, energy efficiency and biodiversity, underlining the need for constant vigilance by advisers in this evolving regulatory landscape.

Access to the full informative note

This is mainly due to the fact that 90% of the insolvency proceedings processed in Spain under the new TRLC correspond to proceedings involving individuals and without assets, the purpose of which is none other than the exoneration of unsatisfied liabilities.

In view of this reality, and with the aim of unifying the criteria of insolvency law in other matters, the Commercial Courts of Barcelona have issued a series of Agreements, focused on five main areas, to homogenise the interpretation of different precepts of the aforementioned legal text.

The aforementioned criteria affect the following issues:

• Insolvency proceedings without an estate.
• Exoneration of unsatisfied liabilities.
• Sale of production units.
• Bankruptcy pre-pack.
• Special procedure for micro-companies.

With the aforementioned criteria, the Commercial Courts unify the interpretation of the Insolvency Act in order to provide legal certainty to the procedure, making their position clear.

Although these criteria only apply to the Commercial Courts of Barcelona, it is to be expected that they will be extended to other jurisdictions, as has been the case on previous occasions.

Access to the complete informative note

The regulation establishes that the boards of directors of the companies included within its scope of application must have a composition in accordance with the principle of parity, so that the number of women may not be less than 40% of the total number of board members.

The companies that will be affected by the rule once it is approved are: (i) listed companies and (ii) entities considered to be of public interest in accordance with the Audit Law, as from the financial year following the one in which the following requirements are met: (a) the average number of employees employed during the financial year is greater than 250 and (b) the net annual turnover exceeds 50 million euros or the total asset items exceed 43 million euros.

Companies that do not comply with this obligation must adjust the selection processes in such a way that a non-discriminatory procedure is established to ensure that this objective is achieved.

In the case of listed companies, non-compliance with these provisions is considered a serious infringement, which may result in the imposition of sanctions up to and including suspension from stock exchange listing and public reprimand. Fines can reach the higher of the following amounts:

(a) Three times the gross profit made as a result of the acts or omissions constituting the infringement,

(b) 2 per cent of the institution's own resources,

(c) 2 per cent of the total funds, whether its own or those of third parties, employed in the infringement, or

d) 300,000 euros.

The Draft also establishes the principle of gender equality in senior management positions for listed companies, with the objective of reaching 40% of the under-represented sex. In case of non-compliance with the obligation, the reasons and measures taken must be explained, in line with the "comply or explain" principle.

Access to the full information note

The main amendments are based on the following:

Regarding the face-to-face modality for the performance of judicial actions and procedural acts, section 2 is modified and a new section 4 is introduced in Article 129 of the Civil Procedure Act.

There is a notorious reform with regard to the modification of the amount of claims by way of ordinary trial with the modification of Article 249.2, increasing the amount to €15,000.00 for the ordinary trial to be processed, except for the exceptions in Article 249.1.

The amendment affects, in turn, Article 250, with regard to those procedures in which the verbal trial must be followed and introducing new cases of claims that must be processed specifically through this procedure, whatever the amount.

In accordance with the aforementioned modification of the increase in the amount of the ordinary trial, those trials which, due to the amount involved, must be followed by means of the verbal trial are extended to €15,000.

Three new specific cases have been added which are to be followed by means of oral proceedings, increasing the number of cases from 13 to 16.

There is also an important reform with respect to section 337.1. of the announcement of opinions when they cannot be provided with the claim or with the defence, since, in the previous regulation, the opinions that, if applicable, are intended to be used must be expressed in one or the other, which must be provided, for their transfer to the opposing party, as soon as they are available, and in any case five days before the hearing prior to the ordinary trial or the hearing in the verbal trial.

The approval of the Royal Decree brings with it the modification of a wide variety of articles of the LEC, summarising in this post those which may be the most important.

The entry into force of these procedural reforms will take place on 20 March 2024 in accordance with Final Provision 9.2.2.2, which establishes:

However, the provisions contained in Title VIII of the first book and in the first, second and fourth final provisions will come into force three months after their publication in the "Official State Gazette". The amendments made to the Law on Civil Proceedings are contained in Title VIII of Book One of the Royal Decree.

Access to the complete informative note

On 9 June we published an information alert on our blog following the European Parliament's approval of the amendments tabled to the proposed Corporate Due Diligence Directive, the "CSDD" (also known as "CS3D" or "CSDDD") on sustainability made by the European Commission in February 2022, which led to the start of "trilogue" negotiations.

With the start of the trilogue phase, it is hoped that the remaining uncertainties will be addressed and that the final text can effectively contribute to the protection of human rights, with a focus on child labour and exploitation of workers, and the environment, pollution and biodiversity loss.

At RocaJunyent, our ESG department analyses some of the most relevant points of the proposal in the following document.