Commercial Advisory | Escoem

Description

ESCOEM´s Commercial Advisory Department holds a wealth of experience as specialists in the planning and execution of the different procedures that companies require in this area.

We advise and represent companies across Spain. Our experts have an outstanding grasp of national markets. We offer you an individual and comprehensive service in accordance with company requirements in the commercial field.Awareness of the legislation and its correct application in this area are essential for business development.

Our advisory service covers all the subspecialties of Spanish Commercial Law, encompassing a business perspective (contracts, corporate governance, corporate) and covering transactios (transfers, acquisitions, mergers and divisions, corporate restructuring).

Commercial Advisory

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We offer advice on commercial law matters such as the incorporation or dissolution of companies; mergers, divisions and business restructuring processes; amendments and updates of statutes and internal regulations; increases and reductions of share capital; analysis of matters related to commercial transfers, support or performance of secretarial duties for boards of directors or other governing bodies.

We also hold extensive experience in negotiating agreements between partners; legal or contractual relations related to the structure and election of their administrative and management bodies; remuneration systems for managers and top executives; corporate transformation; conflict resolution in situations of company disputes between partners.

We advise our clients on the implementation, negotiation and drafting of all types of corporate agreements:

Appointment and powers of attorney
Amendments to the articles of association (object, name, purpose, etc.)
Increase and reduction of capital
Calling of shareholder meetings, approval of accounts and formalisation of shareholder equity
Company liquidation and dissolution

We are committed to our local social context and economic environment, which is why we endorse fair business practices: we provide advice to our clients in all matters related to business management and auditing existing management practices to comply with regulations. Our firm advises shareholders, senior management, boards of directors and committees. We draft codes of ethics and memorandums on good practices.

ESCOEM provides comprehensive advisory services by delivering solutions adapted to the client’s needs, without forgetting that these must always comply with the applicable legal framework. This is why companies trust us to make strategic decisions in the field of commercial law contracts, such as:

Contracts for the purchase, sale or provision of goods and/or services
Licensing
Agency agreements
Franchise agreements
Manufacturing and distribution contracts

We offer advice on commercial law matters related to all the dimensions of a company, regardless of its size or the sector in which it operates. Our team includes a wide range of experts who offer comprehensive advice on all aspects related to corporate governance:

Internal corporate governance rules
  • Review and update of the company's articles of association.
  • Review and update of the basic rules of corporate governance for their alignment to legislative reforms and good governance practices
  • Reports on good corporate governance
  • Situations of conflict of interest: treasury stock, code of professional conduct, etc.
Shareholders and general meeting
  • Calling and organisation of the general meeting
  • Shareholders’ right to information.
  • Remote voting and online representation
  • Public request for representation.
  • General meeting regulations
Board of directors and internal committees
  • Contracts of executive directors.
  • Rules for the functioning of the board of directors and the committees, audit and control committee.
  • Appointments and remuneration committee.
  • Self-evaluation, reports and dossiers.
  • Organisation, structure and operation of the board of directors.
  • Advice on the remuneration of directors and board members.
Board members and top executives
  • Legal status.
  • Liability insurance.
  • type of directors.
  • Training programs.
  • Requirements to communicate with the company and supervisory bodies.
  • Best practice codes for directors and top executives.
  • Regulations of the board of directors.
Company and group policies>
  • Corporate policies.
  • Definition of the group's governance structure and relations with subsidiaries and affiliated companies
  • Preparation of the annual corporate governance report.
  • Relations with corporate governance rating agencies.
  • Website content on corporate governance.
  • Draft of codes of ethics or good governance codes.
  • Preparation of the annual remuneration report.
  • Preparation of the regulatory compliance programme.

When the business environment conveys moments of uncertainty, this type of situation requires the support of specialized advisers who can provide solutions or alternatives on how to act in each case. All companies pass through different phases or stages. It is essential that warning symptoms are identified, and measures are implemented to mitigate critical moments. Our service offer includes solutions adapted to the needs and situation of companies and their employees.

Independent audit
Review and preparation of business and feasibility plans
Business plan motoring and control
Financial restructuring
Insolvency process guidance
Business restructuring
Optimisation of production processes
Market analysis and commercial diligence

Dedicated professionals

Eloy García Tejada

Managing Partner


Sergio Martín Puga

Commercial Law Advisor