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Departamento de Litigación

Judgement analysis: Court orders to pay dividends to minority shareholder

22/02/2023

Sentencia de la Sala Civil del Tribunal Supremo de 11 de enero de 2023

This recent ruling was handed down in the context of a legal proceeding to claim the distribution of profits, brought by a minority shareholder. The Court recalls the requirements for challenging corporate resolutions that have been imposed abusively by the majority, and affirms that the shareholder’s right of separation in the event of non-distribution of dividends recognised in Art. 348 bis of the Capital Companies Act (LSC) is optional and compatible with other actions, such as challenging the resolution adopted with abuse of the majority, so that the minority shareholder can opt for the legal action that best satisfies their claims.

The main interest of the Judgement lies in the full confirmation of the Provincial Court’s decision to order the company to pay dividends at a certain percentage.

Consult the analysis of the Judgment drafted by our Civil Litigation department to find out all the details.

Access to the full judgment analysis.

 

Published in

Litigation, Arbitration and Mediation
Chambers Global 2023

RocaJunyent and its professionals distinguished in the Chambers and Partners Global Guide

22/02/2023
  • The Banking & Finance and Intellectual Property areas and 5 lawyers of the law firm have been recognised by the international guide

Madrid, 22 February 2023. RocaJunyent continues for yet another year to improve its position in the Global edition of the international directory Chambers and Partners. In total, 5 of its professionals and 2 of its practice areas are recognised in the guide.

Chambers and Partners produces its annual Global Guide, which recognises the leading departments and practitioners in the international and cross-border practice.

The professionals highlighted this year by the Chambers Global Guide are Joan Roca (Corporate/M&A), Blanca Cortés (Intellectual Property: Copyrights), Javier Vázquez (Intellectual Property: Patents & Trade Marks), José Luis Pita da Veiga (Banking & Finance) and Marlen Estévez (Dispute Resolution).

In this edition, Blanca Cortés improves its ranking and is positioned in Band 2 of the Intellectual Property: Copyrights ranking. According to the directory, it improves “thanks to strong market support”.

In addition, this year the English directory also highlights the areas of Banking & Finance and Intellectual Property.

In Banking & Finance, Chambers interviewees praise that they “anticipate their needs and expectations well and know the ins and outs of providing legal services to clients in different jurisdictions”.

On Intellectual Property, the directory notes that it “has copyright capabilities and boasts a strong reputation for work on behalf of architects, musicians and creators of audiovisual work”, as well as that it “handles trade mark registrations, technology transfer mandates and trade mark or image rights infringement actions filed in foreign jurisdictions”.

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Whistleblower

New whistleblower protection framework in Spain

21/02/2023

Law No. 2/2023 has been published on 21 February, establishing the general regime for the protection of whistleblowers, transposing Directive (EU) 2019/1937 of the European Parliament of the Council of 23 October 2019 on the protection of persons who report breaches of Union law.

This law foresees mechanisms and procedures applicable to whistleblowing based on information obtained in the context of a professional activity, as well as measures intended to protect whistleblowers.

Access to the full informative note. 

Published in

Labour
Equipo Laboral Madrid

RocaJunyent reinforces its Labour team in Madrid with the incorporation of Alberto Novoa Mendoza

21/02/2023
  • The new partner arrives with two lawyers from his previous team
  • RocaJunyent’s Labour Law Department has grown to 4 partners and 14 lawyers

Madrid, 21 February 2023. RocaJunyent has incorporated Alberto Novoa as a new partner in the Labour Law team in the Madrid office. The new partner arrives with two professionals from his previous team, Rubén González and Amaia García, who will reinforce a key area for the law firm alongside the team of partner Rosa Rodríguez.

Alberto Novoa, until now a partner at CECA Magán, where he has been practising since 2005, is an expert in collective bargaining and restructuring processes. He is also qualified as a litigation lawyer, a speciality in which he has obtained important successes before the labour jurisdiction in individual and collective matters. Novoa has extensive experience in all areas of labour law, from pre-contractual advice to the negotiation of large workforce restructuring projects, the development and implementation of protocols and systems for the prevention of labour disputes with national and international companies, legal representation in labour court proceedings, advice on contractual matters, labour legislation, social security and labour inspections, and M&A and due diligence processes.

In addition to his work as a lawyer, Alberto Novoa is a member of the ASNALA Board of Directors and a collaborating lawyer at the Royal Academy of Jurisprudence and Legislation. His academic facet is also very relevant, with the training of new generations of lawyers being a constant throughout his career. In this regard, the new partner of RocaJunyent, who holds a degree in Law from the Universidad Complutense and a PhD in Labour and Social Security Law from the Universidad Rey Juan Carlos, is a lecturer in Labour Law at ISDE, and a lecturer in Labour Procedural Law and Labour Law at the Universidad a Distancia de Madrid (UDIMA), the Centro de Estudios Financieros (CEF), the Universidad de la Rioja (UNIR) and the Universidad Europea. He is also a guest lecturer at the CGPJ training school and at ICAM.

Joan Roca, executive chairman of RocaJunyent, explains that “the joining of Alberto Novoa is part of the firm’s growth strategy in an area of great importance to the law firm, such as labour law, as well as the strengthening of the Madrid office”. Last November, partner María José Sánchez also joined the firm with her team of three lawyers, in this case, to support the growth of the Labour area in Barcelona. Today, RocaJunyent has four partners and a team of 14 lawyers in the labour law area.

Published in

Labour
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International Corporative Legal Guide

ICLG – Environmental, Social & Governance Law Spain 2023

ICLG – Environmental, Social & Governance Law

Our ESG: Corporate Sustainability partner, Íñigo Cisneros, has collaborated in the guide "ICLG - Environmental, Social & Governance Law" covering the section on Spain, including principal sources of ESG pressure, integration of ESG into business operations and planning, finance and trends in the sector.

You can access the chapter at the following link.

Published in

ESG: Corporate Sustainability
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Socias de RocaJunyent: Pilar Vacas y Esther Boix

RocaJunyent promotes Pilar Vacas and Esther Boix to partners

23/01/2023
  • Vacas will reinforce the growth of the Tax Department in Madrid, while Boix will do the same in the Real Estate Department in Barcelona.

Barcelona, 23 January 2023. RocaJunyent has promoted two new female partners to strengthen the firm’s Tax and Real Estate departments. The decision reinforces the firm’s commitment to internal talent. It also represents an important reinforcement for two very important and growing areas of the law firm.

Pilar Vacas joined the Tax team of RocaJunyent’s Madrid office in 2018. She has extensive experience in general tax planning and is an expert in transfer pricing. The new partner has extensive knowledge in providing tax advice to companies in the field of direct, indirect and local taxation, and in relation to tax administration and tax inspections. In addition, she has published numerous articles in specialised journals and is a regular contributor to various publications. She has also been invited on numerous occasions to participate in various tax seminars and courses. Pilar has also lectured at the Universidad a Distancia de Madrid (UDIMA), at the Centro de Estudios Financieros (CEF) and at the Colegio de Economistas.

Esther Boix, who has been with RocaJunyent for 16 years, has been promoted to partner in the Real Estate Law Department. With experience in both the public and private sectors, she is an expert in advising on the implementation of large restaurant and hotel chains, commercial establishments, and also in the logistics-industrial and cultural facilities sectors. Boix also advises companies and individuals in the development and execution of real estate projects. The new partner also has extensive experience in the analysis of the urban development situation of real estate projects, as well as in advising on the acquisition and transfer of real estate asset portfolios by subsidiaries of lenders, family offices or other operators.

With the promotion of these two female partners, RocaJunyent now has 40 partners, 10 of whom are women, and continues to work to support the careers of the firm’s female professionals. In this sense, the law firm’s Board of Directors has 7 members, 3 of whom are women.

Published in

Real Estate Law
Tax
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NormativaSostenibilidad

New Corporate Sustainability Directive

28/12/2022

The new directive affects all large companies in the European Union, whether or not they are listed on stock exchanges.

The European Council adopted the new Directive (EU) 2022/2464 of 14 December 2022 on corporate sustainability reporting -CSRD- amending Regulation (EU) No. 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU.

The European Commission presented the proposal for a Directive on 21 April 2021 as part of the European Green Deal and the Sustainable Finance Agenda to complete and improve the existing regulation on aspects such as the scope, homogeneity of the information reported or its reliability.

Get to know all the details of the new regulation.

Published in

ESG: Corporate Sustainability
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Botellas de plástico usadas

Approval of models 592 and A22, corresponding to the Special Tax on Non-Reusable Plastic Containers.

03/01/2023

An information alert from the Tax Law Department.

Finally, almost at the stroke of the last bell at the end of the year, the Official State Gazette (BOE) of 30 December published the Order HFP/1314/2022, of 28 December, approving forms 592 and A22, corresponding to the Special Tax on Non-Reusable Plastic Containers. This is a relevant regulation, since, apart from it, there is no regulatory development of Law 7/2002 regulating the tax.

Consult the informative note prepared by our Tax Law Department to find out about the main new features introduced by the Order.

Lexology GTDT - Life Sciences 2023 - Spain

Lexology GTDT - Life Sciences 2023 - Spain

Lexology GTDT - Life Sciences 2023 - Spain

Yolanda Puiggròs, partner of Life sciences & Healthcare, has collaborated in the guide "Lexology GTDT - Life Sciences 2023" writing the Spanish section on the organisation, financing, advertising, data protection, privacy and digitalisation, etc. of health services. 

You can access the guide in the attached document.

ley de startups rocajunyent

Briefing Note: Startup Law

12/12/2022

On 1 December 2022, Congress passed the Startup Companies Ecosystem Promotion Law, colloquially known as the Startup Law.

The Law regulates a special legal framework for startup companies, in order to strengthen an emerging ecosystem, in an effort to advance this type of company as one of the Spanish economy’s engines for recovery and modernisation.

The regulatory amendment covers multiple legal areas, introducing amendments falling within the tax, commercial, labour and civil areas, including sensible improvements to bureaucratic and administrative procedures in order to facilitate investment and the obtaining of permits and visas.

This alert includes the main modifications that are introduced in the commercial, tax and labour areas.

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