Companies · Contracts · Corporate transactions

Commercial
Law

Andorra · Barcelona · Madrid · Toulouse

Comprehensive commercial-law advice for companies at every stage of their development: from incorporation to restructuring. We combine regulatory knowledge, practical experience and a business mindset to deliver solutions that drive growth and protect the business.

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Jurisdictions

Areas of expertise

360°

Commercial coverage

Commercial contracts

Drafting, review and negotiation of every type of business contract.

M&A · Mergers and acquisitions

From due diligence through to drafting the SPA and closing the deal.

Holdings and corporate structuring

Design and incorporation of corporate groups with tax efficiency and corporate control.

Companies in difficulty

Pre-insolvency, restructuring, insolvency proceedings and defence of directors.

Available in:

Our approach

Commercial law
as a strategic
tool

Commercial law should not be applied reactively. It is a strategic tool that allows risks to be anticipated, structures to be optimised and interests to be protected. At Jurisserv, every business decision is backed by the technical support of a team that combines a legal perspective with an understanding of the economic environment.

Our practice combines regulatory knowledge, practical experience in real transactions and a business mindset, with coverage across four jurisdictions from a single coordinated team.

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“We guarantee that every business transaction is structured in accordance with the law, with an efficient approach that prevents future litigation.”

Commercial Law team · Jurisserv

Companies in growth phase

Corporate groups with complex structures

Companies undergoing transformation or merger

Companies in crisis or restructuring situations

International investors operating across several jurisdictions

Areas of expertise

Seven areas,
one comprehensive coverage

We cover the full life cycle of a company: from its incorporation through to its eventual restructuring, merger or liquidation.

Commercial contracts

We draft, review and negotiate every type of business contract in accordance with the applicable legislation and commercial case law.

Sale and purchase of goods and shares

Distribution and agency

Franchise

Provision of services

Joint ventures, consortia and collaborations

Confidentiality and non-compete agreements

Mergers and Acquisitions (M&A)

End-to-end support from due diligence through to structuring the transaction and drafting the contracts. Solid and efficient legal execution.

Legal and commercial due diligence

Tax and corporate structuring

Drafting the SPA and shareholders’ agreements

Warranties and indemnities

Closing and registration of the transaction

Demergers

Full legal assistance in total or partial demerger processes. Safe transfer of assets and liabilities, ideal for reorganising groups or separating business lines.

Demerger plan and corporate protocols

Registry filings

Tax analysis of the transaction

Separation of business lines

Reorganisation of corporate groups

Holdings and corporate groups

We design and incorporate holding companies as instruments for wealth reorganisation, planning and corporate control. An integrated approach: legal, accounting, tax and employment.

Incorporation and reorganisation of holdings

Vertical and horizontal integration of companies

Corporate governance of the group

Cash pooling and centralised treasury

Transfer pricing and documentation

Corporate structuring

We advise on the incorporation, reorganisation or transformation of companies, designing structures that fit the strategic and operational objectives of each business.

Incorporation of commercial companies

Transformation and merger of legal structures

Shareholders’ agreements

Bespoke articles of association

Internal regulations

Companies in difficulty

Legal support for companies in crisis, insolvency or financial imbalance. We assess viable alternatives and design restructuring plans or orderly liquidations.

Viability analysis and pre-insolvency alternatives

Restructuring and refinancing plans

Voluntary insolvency proceedings

Assistance with orderly liquidation

Defence of directors

Corporate governance

Advice on the design and implementation of corporate governance structures for companies and groups: board of directors, committees, internal policies and regulatory compliance.

Design of the board of directors

Internal regulations and codes of conduct

Remuneration and conflicts-of-interest policies

Corporate regulatory compliance

Ethics channel and whistleblowing systems

Strategic vision

Anticipate,
do not react

The best commercial-law advice is the kind that prevents disputes before they happen, optimises the structure before it becomes urgent and protects interests before they are at risk.

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Dispute prevention

Well-drafted contracts and properly designed structures eliminate most future litigation.

Operational efficiency

Simplified legal structures that streamline decision-making and reduce management costs.

Wealth protection

Asset segregation, ring-fencing against liabilities and planning of the future transfer.

Multi-jurisdictional coverage

Four jurisdictions coordinated by a single team. No friction between advisers in different countries.

FAQ

Frequently
asked questions

Free consultation with no obligation.

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What is the difference between commercial law and civil law in contracts?

Commercial law governs the relationships between businesses and commercial transactions, with specific rules distinct from general civil law. Commercial contracts have their own features: greater flexibility in some respects, specific liability rules, different limitation periods and a dispute-resolution system suited to commercial dealings.

When is it advisable to demerge a company?

A demerger is a corporate transaction that allows part of a company’s assets to be separated and transferred to a new or existing company. It is advisable to separate business lines with different risk profiles, prepare the sale of part of the company, facilitate the entry of investors into a specific division or reorganise a corporate group with greater tax efficiency.

What alternatives are there before resorting to insolvency proceedings?

There are several pre-insolvency alternatives: the notification of negotiations (which temporarily suspends enforcement actions), the out-of-court payment agreement, the court-sanctioned restructuring plan and direct negotiation with the main creditors. In many cases, acting in time makes it possible to avoid insolvency and to protect the entrepreneur’s wealth.

Can you advise on contracts under French law?

Yes. Through our Toulouse office we advise on commercial contracts under French law: distribution, agency, franchise, provision of services and joint ventures with French parties. The Spanish Desk facilitates this coordination for Spanish-speaking companies with contracts in France.

What is corporate governance and why is it important in a mid-sized company?

Corporate governance is the set of rules, bodies and procedures that determine how decisions are taken within a company. In mid-sized companies, sound corporate governance prevents shareholder disputes, streamlines decision-making, facilitates the entry of investors and improves risk management. It is particularly relevant for family businesses undergoing professionalisation.

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