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Corporate operations, whether in the form of investment, merger, or acquisition, represent one of the defining moments for any company. They not only involve significant financial movements but also transform the company’s structure, internal management, and strategic future. Behind every operation, there are different interests at play: those of the founding partners, investors, potential buyers, […]

In shareholders’ agreements, there are two key clauses that should be regulated with particular care: the Drag Along and the Tag Along. These clauses are mainly intended to establish clear rules on how potential sales of the company to third parties are managed. In this regard, the interests of majority shareholders and minority shareholders are […]

In a competitive corporate world dealing with vast volumes of data, non-disclosure agreements or NDAs are becoming increasingly important to safeguard and ensure the security of our most sensitive documentation. What is a non-disclosure agreement? Non-disclosure agreements are a key tool for protecting highly sensitive information of any company, regardless of its activity or size. […]

Mergers and acquisitions (‘M&A’) are strategic tools that allow companies to expand, diversify and increase their competitiveness in the market. Through these operations, companies can take advantage of synergies, optimise resources and improve their market share. However, such transactions involve a number of legal, fiscal and operational complexities that need to be carefully managed. Applicable […]

The shareholders’ agreement is a fundamental document for start-ups, which regulates, among other aspects, the relationship between partners and the two-way relationship with the company. In this regard, one of the most important clauses regulated by the partners’ agreement is the permanence of certain key partners. In other words, when an investor invests in a […]

Investment and Shareholders Agreements are legal instruments that regulate the relationship between the investor in a startup or company, as well as their rights and responsibilities within the company. These agreements allow the parties to manage risks, protect their interests and build trust in the investment process, all with the aim of regulating the rights […]

One of the essential commitments that entrepreneurs must assume is to properly keep the mandatory accounting and corporate books. Among them are: the journal and the inventory and annual accounts book (article 25 of the Commercial Code “CC”), the minutes book of meetings and collegiate bodies art. 26 CC and article 106 of the Mercantile […]

What is dilution in the business world? In corporate terms, dilution of a shareholder occurs when the percentage of a company’s capital held by the shareholder is reduced due to the creation of new shares as a result of a capital increase. What are anti-dilution clauses? But what are anti-dilution clauses? What are anti-dilution clauses? […]

What is a bad leaver? How do venture debt funds work? What is an anti-dilution clause? Many times doubts arise about the terms used in the day-to-day running of a start-up or about topics related to financing that may be of interest to us. That is why Metricson has prepared this document with the most […]

Phantom shares and stock options are financial instruments that companies use as part of their compensation programmes to motivate employees and align their interests with those of the company. Both are designed to provide employees with the opportunity to benefit from the financial success of the company. What are phantom shares? We have already seen […]

Establishing a start-up is not only about having a great innovative business idea, but also about realising it by complying with the formal requirements at the legal level and then finding creative and strategic ways to secure the necessary funding on its way to success. In order not to put the cart before the horse, […]

In the context of M&A transactions, it is common to find various clauses designed to ensure that founders, key partners and investors are committed to the company and that their exit does not represent a loss for the company. Within a company, there are various clauses and mechanisms used to regulate and ensure the commitment […]

In recent years, the Spanish business landscape has undergone a notable evolution thanks to the increasingly significant presence of Venture Capital (“VC”) as a financing model. This investment mechanism has become a key element to boost the development and growth of companies that have just started operations in our country. In this article, we will […]

From the last interview of Luis Gosálbez for the European Business and Innovation Centre of Valencia, we can extract some very important aspects to take into account about the shareholders’ agreement. 1. What is a shareholders’ agreement? A shareholders’ agreement, from a theoretical point of view, is an agreement between the partners of the company […]

On 20 July 2023, the Ministry of the Presidency approved Order PCM/825/2023, which regulates the certification procedure for start-ups, provided for in Law 28/2022 on Startups. It came into force the following day, 21 July 2023, following its publication in the BOE. If you do not know if your company is eligible for certification, you […]

The right of separation of the partner in a commercial company is a key aspect of company law and it is essential to be familiar with it in order to adequately protect the rights and interests of the partners. In general terms, the partners can separate from the company for two types of causes covered […]

Foundations are entities with private legal personality created on a non-profit basis, whose assets are permanently allocated to the realisation of general interest purposes, according to the will of the founders, the established bylaws and the Law. Setting up foundations: the 8 points you should bear in mind To set up a foundation, the following […]

  The drafting, approval, and submission of the company’s annual accounts is one of the main legal obligations of commercial companies, such as limited liability companies and joint-stock companies. These are different procedures but require some planning, knowledge, and compliance with various formalities that can lead to significant expenses, risks, and liabilities for the directors […]

Is the legalisation of commercial books compulsory? One of the main obligations that entrepreneurs must take into account is that they must necessarily keep a book of inventories and annual accounts and a journal, a book of minutes of general meetings and of the company’s collegiate bodies. This is stipulated in the Commercial Register Regulations […]