Context and Need for the Law
In a globalized economic environment, companies need to adapt quickly to market changes in order to remain competitive. Previous legislation on structural modifications sometimes represented an obstacle for many companies seeking to restructure in order to adapt to an increasingly changing and complex environment, in particular for SMEs.
The need for this law became evident in recent years, when many companies faced unprecedented challenges due to the COVID-19 pandemic. The ability to adapt quickly to new market realities became a matter of survival for many organizations.
Thus, the law not only responds to historical needs, but also aligns with current market demands, giving SMEs greater access to this type of operations, which were previously de facto forbidden to them due to the intrinsic complexity of such operations.
Simplification of Procedures: Key to Business Success
Thus, one of the fundamental pillars of the law is the simplification of administrative procedures. Previously, companies faced lengthy processes and countless requirements to carry out any kind of structural modification. The new legislation has reduced these formalities, allowing for faster and more efficient execution of corporate operations.
Reduction of formalities and requirements
As we have already anticipated, the new law has eliminated redundant formalities in the approval procedures for restructuring operations, which means that companies can obtain the necessary approvals in a much shorter time.
This is particularly beneficial for small and medium-sized enterprises (SMEs), which often lack the resources to navigate complex business transactions.
Benefits for small and medium-sized enterprises (SMEs)
SMEs are the heart of the Spanish economy, accounting for a significant share of employment and economic activity. The simplification of procedures is particularly beneficial for these companies, which can now adapt more quickly to changing market conditions.
One of the main advantages of this Law for SMEs is the aforementioned simplification and harmonization of the regulatory framework for transformations, mergers and spin-offs, both at national and cross-border level. This makes it easier for SMEs to reorganize more efficiently and with fewer administrative obstacles.
The Law also provides for specific measures to protect the rights of shareholders and creditors during these operations. This type of guarantees, in the case of SMEs, contributes greatly to increasing confidence and encouraging investment. In this respect, the Law incorporates the requirement of adequate safeguards for shareholders and creditors and the possibility to challenge agreements that may harm their interests. These provisions provide a more secure and predictable environment for SMEs that often face significant challenges when trying to expand or restructure.
Greater transparency is also required for restructuring proposals, requiring that they are clearly communicated to all partners well in advance. This allows shareholders to fully understand the proposed changes and their implications before making decisions.
In addition, the New Law also provides for the possibility of mergers and other simplified operations under certain conditions, which significantly reduces the administrative burden and associated costs for small companies. This approach not only speeds up the restructuring process, but also allows companies to concentrate their resources on growth and innovation, rather than on complex legal procedures linked to a business transaction.
Taken together, these measures strengthen the ability of SMEs to adapt and thrive in a dynamic economic environment.
Other aspects that have been strengthened by the new regulations and which may result in greater guarantees for SMEs to venture into the execution of this type of operations would be the following:
Voting rights: It is guaranteed that any significant structural modification must be approved by a qualified majority at the shareholders' meeting. This ensures that the interests of all shareholders are considered and that important decisions are not taken unilaterally by a minority.
Protection of Economic Rights: Safeguards are put in place to protect the economic rights of shareholders, ensuring that their shareholdings are not unfairly diluted or adversely affected by restructurings.
Right of Challenge: Partners have the right to challenge decisions that they consider detrimental to their interests. This provides a legal mechanism for shareholders to challenge and, if necessary, stop actions that may be considered unfair or detrimental.
Access to Information: Access to relevant information during restructuring processes is improved, enabling partners to make informed decisions based on complete and accurate data.
These measures collectively strengthen the rights of partners by providing them with more control and protection during restructuring operations, ensuring that their interests are adequately represented and defended.
Access to New Opportunities for SMEs
Ultimately, with the reduction of administrative and legal barriers, SMEs now have more opportunities to engage in mergers and acquisitions, expand into new markets and improve their competitive position.
This possibility was previously much less accessible to SMEs, but in the current context, where innovation and rapid adaptation are key to success, it is absolutely essential.
The Role of Specialized Legal Advice
Specialist legal advice is essential in this process. Lawyers with expertise in commercial law can guide companies, particularly SMEs, through the new procedures, ensuring that they comply with all regulations and take full advantage of the opportunities offered by the Law.
In this regard, Belzuz Abogados is positioned as a strategic ally for companies seeking to navigate these changes successfully. Our team of experts is prepared to offer comprehensive legal advice and support, ensuring that your company can thrive in today's competitive environment.
The Law on Structural Modifications of Commercial Companies represents a significant step towards the modernization of commercial law in Spain. We are committed to serving the needs of any entity interested in carrying out mergers, spin-offs, transformations or other operations contemplated in this law. Our approach focuses on providing customized solutions tailored to the specific needs of each client, thus ensuring a smooth and successful restructuring process.
Departamento Direito Comercial e Societário | Madrid (Espanha)
Belzuz Abogados SLP
A presente Nota Informativa destina-se a ser distribuída entre Clientes e Colegas e a informaçăo nela contida é prestada de forma geral e abstracta, năo devendo servir de base para qualquer tomada de decisăo sem assistęncia profissional qualificada e dirigida ao caso concreto. O conteúdo desta Nota Informativa năo pode ser utilizada, ainda que parcialmente, para outros fins, nem difundida a terceiros sem a autorizaçăo prévia desta Sociedade. O objectivo desta advertęncia é evitar a incorrecta ou desleal utilizaçăo deste documento e da informaçăo, questőes e conclusőes nele contidas.
