Commercial and Corporate Law

The team of LEIVA ASESORES LEGALES, S.L.P. has extensive experience in every type of business operations, as well as in recurring corporate counseling, even becoming part of some boards of directors as Independent Directors or as Non-Director Secretaries, with the goal of providing a business vision with strong influence and legal basis and, in turn, helping the company comply with the formal obligations required by the regulations in effect.

On the other hand, our team has great experience in agency contracts, distribution and franchise at the international level.

The following are examples of the work within this department:

• Planning, design and advice on the establishment of companies.
• Counseling and issuance of Partnership Agreements and Company By-laws. Stock valuation and purchase and sale system. Compensation policies and dividends. Drag-a-long and Tag-a-long Clauses.
• Continued counseling to boards of directors.
• Issuance of regulations for boards of directors.
• Issuance and formalization of partnership agreements modifying the company structure (capital increases, capital reductions, administration system changes, termination and nomination of administrators and board members, etc.)
• Purchase and sale of shares and companies.
• Investment agreements. Counseling to investors in processes of investment and disinvestment. Agreements for entry and exit of investment partners.
• Transformation of companies.
• Dissolution and liquidation of companies.
• Registration of brands at the national and international level and defense thereof.
• Consumer rights and bank rights.
• Mergers.
• Due Diligence
• Uniones Temporales de Empresa – Temporary Joint Ventures (UTE) and Agrupaciones de Interés Económico – Economic Interest Joint Ventures(AIE).
• Establishment and founding of affiliate and branch companies abroad and foreign companies in Spain.
• Counseling and issuance of every type of commercial contracts, as distribution, agency, franchise, lease, license, etc.
• Advice on the criminal liability of legal entities and individuals in the business area: analysis and adoption of preventive measures.

Tax Law

The Tax team of LEIVA ASESORES LEGALES, S.L.P. includes professionals with high-level training and experience in this area, both in the recurrent advising of companies and individuals, and occasionally for special operations or audits of the Tax Administration.

This recurring counseling is performed with a clear proactive attitude and a business vision, promptly informing the clients of the legal modifications that are occurring and how they affect them.

This training and experience refers both to taxes administered by the Central Administration of the State and to those delegated to the Administrations of the Autonomous Communities, as well as the Capital Transfer Tax or Wealth tax, as well as of local nature (I.A.E., Tax on Construction, Installations and Work, Value Added Tax on Urban Lands).

Among the customary services of this team, the following stand out:

• Recurrent advising of companies and professionals in the fulfillment of their tax obligations. Creation and presentation of liquidations for periodic taxes, I.R.P.F., Tax on Companies and Annual Amounts. Consolidations.
• Design of the tax policy of groups of companies.
• International tax status.
• Tax advice to foreigners residing in Spain and to expatriates.
• Counseling on linked operations and transfer prices.
• Analysis of the tax status of specific operations (corporate, real estates, restructurings, etc.), valuing the different alternatives in their implementation.
• Tax planning of personal and family assets, especially evaluating the taxes in the Tax on Successions and Donations and the Tax on the Wealth.
• Representation of our clients before the Agency Tax in proceedings of management, inspection, collection, and tax sanctions.
• Confection and presentation of appeals and claims before the Administration Tax, economic-administrative and Judicial Review Courts.
• Fiscal Due Diligence.

Employment Law and Social Security

Our Employment Law team has professionals with a very high degree of specialization and with extensive experience in all the matters that may arise in recurrent and occasional consulting both with companies and their managers, such as:

Advice on employment contracting.

• Issuance of every type of employment contracts, emphasizing the importance of agreements on exclusivity, non-competence and confidentiality.
• Dissolution of the employment relationship on the initiative of the company and legal defense in the legal proceedings that can be implemented before the social jurisdiction.
• Contracting and termination of the employment contracts of upper managers.
• Geographic and functional mobility and other substantial modifications of working conditions.
• Employee defaults and sanctions.
• Employment contracts with foreigners.
• Compensation systems and Stock Option and Phantom Option plans.
• Prevention of employment risks.
• Company Agreements.
• We represent the company in its relationships with the unions.

Social Security and Social Welfare System

• Subsidies and bonuses on contracting.
• Processing of administrative and litigation appeals derived from actions of liquidation and/or infraction arising from the Inspection of Work.

Litigation in social jurisdiction

• Firings. Court-appointed council in the aforementioned judicial and administrative areas.
• Defense and representation of the company in individual or collective conflicts implemented with its workers or with the unions

Administrative and litigation-administrative Proceedings

• Expedientes de Regulación de empleo (ERE) Employment Regulation Files.
• Assistance before Work Inspection.
• Sanction proceedings.
• Workplace accidents.
• Liquidation of Social Security debts.
• Litigation-administrative appeals.

Employment Management (payroll, social security, etc.). Imputation of costs.

Employment and Social Security audit.

Civil and Commercial Proceedings

At LEIVA ASESORES LEGALES, S.L.P., we think that preventive counseling by our attorneys is one of the most important parts of the exercise of Law, with the goal of attempting to avoid legal disputes and, in case this is not accomplished, providing our clients the best position for the defense of their interests before the Courts.

Our civil procedures team is highly specialized and has extensive experience in every type of legal proceedings before all the courts, especially on the following matters:

• Claims for payment.
• Corporate conflicts. Contesting corporate agreements. Liability actions against the administrators.
• Urban and rural leases. “Old” leases. Evictions.
• Contractual and extra-contractual liability.
• Professional responsibility.
• Responsibility of insurance companies.
• Project contracts and construction law.
• Disputes related with agency, distribution and franchise contracts.
• Nullity of contracts derived due to defects in consent.
• Disputes derived from bank products and abusive clauses.
• Responsibility for defective products.
• Legal proceedings derived from real estate operations such as dissolution of properties in common or resolution of purchase and sale.
• Successions, inheritances and wills.
• Traffic law.

Arbitration

Conscious of the boom in submitting disputes to the arbitration system as an alternative to ordinary jurisdiction, the team of LEIVA ASESORES LEGALES, S.L.P. is currently qualified to defend our clients’ interests in every type of arbitration proceedings.

Our work in this area generally encompasses the following actions:

• Counseling on the appropriateness or not of submitting a contract or a dispute to arbitration according to the specialty of the topic, the confidentiality of the matter, or the flexibility required in its solution.
• Planning of the arbitration recommending, if applicable, the most appropriate institution or ad hoc arbitration.
• Issuance of arbitration agreements to include in the contracts.

Action as attorneys in every type of arbitrations defending our clients’ interests.

Restructuring and Bankruptcy

Our attorneys have broad experience in company crisis situations, always attempting initially to avoid a meeting of creditors through refinancing of the company debts, the approval of early creditor arrangements or payment agreements and, in the cases that this is not possible, requesting the meeting of creditors and advising the company, its partners and its board of directors in the phase prior to the meeting, during its process and to its completion.

The capacity of providing legal counseling in all legal areas is highly valued by our clients in this area; we provide counseling on all commercial matters, employment, tax, real estate, etc. that arise in the process of a meeting of creditors.

Our work in this area encompasses the following matters:

• Advice on the pre-bankruptcy phase of the company.
• Counseling and formalization of Advance Proposals for Creditors’ Meetings, Refinancing and Payment Arrangements.
• Counseling and defense before any reintegration actions.
• Review of contracts to analyze the consequence of a possible meeting of creditors.
• Presentation of the request for a meeting of creditors, both of legal entities and individuals.
• Creation of proposals for a meeting of creditors and viability plans.
• Defense of the interests of the board of directors in the evidence of determination.
• Advice on the purchase and sale of companies or productive units during the process of the meeting of creditors.
• Request for necessary creditors’ meeting of debtors of the company.

Administrative Law and Urban planning

Our specialists in public law have great experience in all types of urban planning matters, both in the areas of counseling and in the management and defense of our clients’ interests before the Administration and in the Courts; they accustomed to collaborating with professionals in other sectors, handling documentation of technical nature and negotiating with the appropriate administration.

The most customary work of this department includes:

• Creation of instruments for urban or territorial planning and execution, and equitable distribution projects (re-parceling, compensation), coordinating multidisciplinary teams when necessary. Advising on soil reclassification or requalification processes, including counseling Property Developers, Compensation Boards, Conservation Entities, or any other entities collaborating with the Administration. Issuance of pleadings, reports and administrative appeals.
• Defense of the interests of clients affected by planning or management instruments as owners or of tenants.
• Counseling and defense of the clients’ interests arising from a case protecting the legality of urban development.
• Advice on obtaining licenses, authorizations and administrative concessions.
• Defense of the interests of the clients in forced expropriations of land, buildings and industrial installations.
• Litigation-administrative urban planning: defense of the interests of the client before all jurisdictional litigation-administrative courts of appeals in territorial organization plans, urban development and management, as well as urban development and environmental licenses.

Private Law

The LEIVA ASESORES LEGALES, S.L.P. team also has extensive experience in matters beyond the strictly corporate, entering our clients’ private realm, in their family or personal matters, providing them all the support that these subject requires, with the appropriate sensitivity and confidentiality guarantees.

The topics this department addresses may include:

• Counseling on and issuance of wills and prenuptial agreements.
• Tax planning for succession.
• Preparation of declarations of heirs and acceptances of inheritances.
• Claims derived from hereditary processes. Legitimate.
• Declarations of incapacity and guardianship.
• Dissolutions community property.

Real estate and Construction

The real estate department has broad experience in providing advice on all the phases through which a property may pass, from the urban development of the soil, to the construction and legalization of the properties and, finally, its later sale or lease. We have broad experience in real estate operations, negotiating and establishing the best conditions for our clients in purchase, sale, and leas of properties, advising our clients in the tax status of each type of legal structure.

This team most customarily addresses the following matters:

• Legal-fiscal counseling in purchases and sales of every type of property, payment, earnest money, purchase options, sale options, barter, peaceful use, surface rights, etc.
• Lease contracts on every type of properties (locales, dwellings, soils and rural land). Industry leases.
• Advice on matters of “former leases” subscribed based on legislation prior to those in effect.
• Claims of defects in construction or contract default.
• Legal proceedings of eviction, dissolution of properties in common, resolution of purchase and sale, etc.
• Management of wealth.
• Legalization of constructions. New work statements, horizontal property divisions, easements, segregations, groups, statutes and internal regulations, etc.
• Administrative proceedings before the Real estate land office: incorporation of properties, alteration of their characteristics, changes of title and amendment of discrepancies.
• Urban planning and Environment.

Insurance

The LEIVA ASESORES LEGALES, S.L.P. team has extensive experience in counseling the insured and insurance companies in contracting and negotiation of contracts for insurance in any area: life, accident, illness, transportation, industrial, civil liability, etc.) as well as in the defense of their interests in every type of litigation related to insurance contracts.

Family business

Our professional experience has taught us that the function of family businesses is often very different from that of the rest of the companies, blending professional with emotional matters, corporate with patrimonial matters, etc. which led us to provide continued counseling to many family businesses with the goal of offering greater objectivity in making decisions and articulating the appropriate mechanisms to simultaneously ensure the interests of the company and of the family, so that the company may continue while maintaining good family relationships and respecting the interests of all the members of the family.

In view of the above, our most customary work in this matter would be the following:

• Issuance, negotiation and implementation of family protocols, Partnership Agreements and Company By-laws. Valuation and purchase and sale system of participations. Compensation policies and of dividends. Prenuptial agreements and wills.
• Counseling, implementation and monitoring of boards of directors and delegated commissions regarding their structure and the distribution of commitments and responsibilities.
• Planning of family wealth and succession in the shareholding and/or administration of the family business. Tax planning.
• Corporate restructuring of companies or family groups.
• Recurrent advising of boards of directors of family businesses.

Support for Entrepreneurs

Our experience has demonstrated that the company creation and development phase is a moment in which the entrepreneurs require special attention by its advisors with the goal of building strong foundations on which to build the company and that this will not collapse before the eventualities that may arise in its development or arrive and well as becoming consolidated in the future.

The multidisciplinary team of LEIVA ASESORES LEGALES, S.L.P. has spent more than 30 years advising entrepreneurs in the creation and development of companies, in all the areas of law that a company may need (commercial, employment, fiscal, etc.).

The most important work of our firm in this area includes:

• Advice on the establishment of every type of company.
• Counseling and issuance of Partnership Agreements and Company By-laws. Stock valuation and purchase and sale systems. Compensation and dividend policies. Drag-a-long and Tag-a-long Clauses. Agreements for entry and exit of investment partners.
• Continued counseling to the boards of directors.
• Advice regarding the different forms of connection with the company and providing services for it.
• Advice on employment contracting.
• Planning and tax advice.
• Issuance and formalization of partnership agreements modifying the company structure (capital increases, reductions, changes of domicile, etc.)
• Advice on formal obligations of the board of directors of the company in general.

Foundations and Non-profit entities

The team of LEIVA ASESORES LEGALES, S.L.P. has extensive experience in the creation and recurring counseling of Foundations and Non-profit entities, from a civil and commercial perspective, as well as fiscal (management, planning and tax incentives), even becoming part of some boards of directors of foundations and associations, as members or as secretaries, with the goal of ensuring the strict fulfillment of the legality in effect.