Holtrop S.L.P. blog
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We haven't been publishing a lot recently in this section, the reason of which is that we were quite busy with our daily business and didn't quite know where to start writing to add value to this section withour boring you. 

The focus of our M&A activities has traditionally been mostly in the Energy Business, with emphasis on Renewable Energies in the electricity sector. This activity has been the engine for our advisory practice in that sector, which today has extended far beyond M&A. 

Over the years we have done a considerable amount of advisory work in different aspects of the food industry, from labelling requierements to food supplements regulation issues through M&A operations concerning wine estates. We have noticed that recently the Spanish wine sector is in an uplift internationally, and we did notice this because we received several requests for assistance in M&A operations in this sector. We have to say that we actually also have a consultant working part time for us who is a food technologist. This made us realise that we should market our activity in the food sector in general, and the wine sector in particular more actively on our blog. This does not mean that we only do M&A in these sectors, it is only meant to emphasize a concentration of our activities.

So here we go:

During the coming months we will be publishing on labelling requierements, which have changed recently, and on specific issues to bear in mind when purchasing a wine estate in Spain. We will furhtermore pay special attention to legal questions which the Spanish wine sector considers especially relevant and also try to say a few words on internationalization of the Spanish wine sector in general in another post.

Eventually we are planning to create a sector blog for the food industry much in the same way as we did for the renewable energy sector. 

   

Marysol Claver

www.holtropslp.com

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A new decision published at the end of last month (DGRN 31-3-12) makes it impossible to cease as an administrator if the company owes taxes.

The Tax Agency is entitled to discharge a company when the company has breached its tax obligations. The consequences of such discharge are the immediate closing of the page open to the entity in the Commercial Registry.

This means, that the registry of all acts in the Commercial Registry will be banned until the Tax Agency issues a certification registering the company. This extends to the cease of the administrator of the company, the decision can´t be registered if the company has been discharged because of tax obligations. Therefore, the liability of the administrator remains until the company owes no taxes.

 
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Flights, rooms and of course the event are booked: we will be attending the 6th Corporate Counsel Exchange as a solution provider on 23rd - 25th of April 2012 in the Radisson Edwardian Heathrow Hotel in London. We're looking forward to it.

We is:

Piet Holtrop was born in the Netherlands, raised in Germany, and studied International Law in the Netherlands. He started his career as a corporate counsel at Kempen & Co Merchant Bank in Amsterdam in the late nineties, and lives in Spain since 2000, where is admitted at the Bar as an Attorney at Law (Abogado). He founded HOLTROP S.L.P Transaction and Business Law in 2008. Piet is multilingual and practices law in English, Spanish German and Dutch, but communicates comfortably in some other languages too. He likes to resolve complex issues in tight timeframes, and enjoys the personal contact with his client

Abel Garriga is a Spanish Attorney at Law based in Barcelona, Spain since 1995. After working in several medium sized firms, he joined HOLTROP S.L.P Transaction & Business Law as a Partner in 2011, to boost his negotiation practice and to reinforce the Firm’s litigation capacity. Abel focuses on the interface between IP law and technology. Abel provides hands on legal advice in English, French Spanish and Catalan, and feels comfortable in addressing legal and communication issues arising from intercultural environments. Abel is thorough, and balances speed, rigor, quality and agility. He reframes problems to get to the bottom of things.

We assist international clients in takeovers of Spanish companies in a wide array of sectors, from vineyards to electric power plants. 

Regulatory affairs of Spanish Electricity Sector, with emphasis on renewable energies: We are currently representing over 1000 clients in a class action against the Spanish State for retroactively changing Feed in Tariffs.

Intellectual property and information technology issues: we are regularly invited to share our opinion on these issues in media platforms. Our clients are Spanish and international companies, some of which are listed.

We like to invent solutions that simplify things, and cherish independent thinking. 

We're looking forward to meeting the fellow group members of the LinkedIn group, and of course all other attendees at the Corporate Counsel Exchange!

UPDATE 27-04-12: The event is over and here we were... looks a bit funny if you don't see the surrounding, nonetheless we had some very constructive meetings in this little booth:

 
We met a lot of interesting people, had some promising meetings with delegates and are looking forward to meeting you all again next year!
Brgds to all,
Abel & Piet
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The action was brought before the court on February 11 2011, and the issue at stake are valuation rules. According to the European Commission, Article 17(1) of Royal Legislative Decree 4/2004 of 5 March approving the consolidated text of the Law on Corporation Tax, the Kingdom of Spain has failed to comply with its obligations under Article 49 of the Treaty on the Functioning of the European Union and Article 31 of the Agreement on the European Economic Area.

The provision at issue introduces special treatment for unrealised capital gains on assets of companies that transfer their residence to another Member State of the European Union, cease their activity in Spain in order to continue it in another Member State or transfer their activities to another Member State. In those cases, Spain taxes the unrealised capital gains at the time of exit, so that the affected companies must settle a tax debt in respect of unrealised and hypothetical revenues which may never be realised. That regime amounts to an exception to the normal rule according to which tax is levied

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In case 8/2009 the Spanish Supreme Court has remitted a constitutional appeal in a case about Royal Decree 1793/2008, on transfer pricing. The issue at stake is the obligation of the affected companies to have relevant documentation on transfer pricing, whereas the content of such documentation has not yet been established with the required precision. The appeal aims at the lack of a legal base for administrative fines in this respect. Furthermore, proportionality issues are invoked, since the Law allows for further regulation to increase the applicability of penalty to assure compliance with the obligation at stake. You can download the appeal here:

Cuestión de inconstitucionalidad Real Decreto 1793/2008

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Credit entities are exempted for IPO obligations accrding to RDL2/2011 for the reeinforcement of the financial system in Spain. This exception has been introduced to simplify the integration of financial entities in distress. The obligation of article 60 of the Ley de Mercado de Valores is not applicable if a restructuring of a Spanish credit entity is done in the framework of RDL9/2009, or with support of the "Fondo de Reestructuración Ordenada Bancaria", the Spanish Banking restructuring fund, or the "Fondo de Garantía de Depositos", the Spanish Deposit Guarantee Fund. The exception is applicable as of the 28th of june 2009.

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On the 3rd of June 2009 the new law on structural modifications in corporations entered into force in Spain. In the light of the simplifications introduced by this law, in this article we briefly analyse how the to interpret the option to choose for the regulation of the special fiscal regime concerning company restructuring. We analyse the event of an absorption of an entirely participated company.

From a corporate law point of view a common merger document is not required, as long as the general shareholders meeting exercises the option for the special fiscal reorganisation regime, and includes this in its minutes. The exercise of this option shall be included in the unanimous merger decision of the absorbing company. However, this is not the case in the event of cross-border merger, even be it intra-communitarian art 49.1) (L 3/2009 art 49.1)

 

 

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Our renewables Blog has been online for two months now, and its resonance with our readers has been great. We are now launching our Corporate & Tax Blog, we hope that this section will receive equal interest from our clients and referring colleagues.

Stay tuned, we will start posting this week.

If you would like to know more about our Firm, please have a look at www.holtropslp.com