Practice areas - BGdB Abogados

Companies

Individuals

Public

[COMPANIES] AREAS

BUSINESS AND CORPORATE LAW

We advise companies on all aspects of their relations with third parties, whether other companies, public entities or any other type of organisation, in any type of transaction involving a financial element. We aim to work with our clients to find the most appropriate solutions and provide the legal advice that matches their business needs.
We advise in corporate transactions such as company formations, share capital increases and mergers, spin-offs, company transformations, opening branch offices, forming joint ventures, partnership agreements, vote syndication agreements, and any type of legal matters in relation to markets and competition.
We assist with company mergers and acquisitions and business and assets transfers by carrying out due diligence beforehand to identify potential risks that are relevant or required as part of the decision-making process. In addition, we review any other elements that specifically apply to these types of transactions.
We also carry out checks to ensure compliance with all aspects of company law and advise the governing body on compliance with its statutory obligations during decision-making and to avoid incurring directors’ liability limits.

We provide tax advice to help companies and sole-traders meet their tax obligations, as well as assisting them with tax planning matters and forming tax relations between group companies and multinationals.

The services provided by our tax department are closely linked to other practise areas since any legal advice involves checking the tax implications so as to be able to choose the best solution.

Our services include:

Tax audits and proceedings
Planning and designing business structures and providing relevant ongoing tax advice
Group tax planning and advice
Advising on acquisitions and company transfers and corporate restructuring transactions

EMPLOYMENT

We provide employment law advice to our clients on both judicial and out-of-court solutions, including:

Senior management contracts
Legal framework for recruitment, dismissal and terminating employment contracts
Collective disputes, strikes and lockouts
Employment aspects connected with company mergers and acquisitions
Pension funds and plans
Advice to insurance companies providing accident at work and sickness cover, and intervention in legal proceedings
Planning and structuring working hours and salaries
Employer liability in all types of procedures (Social Security, health and safety at work, damages claims, etc).

We also advise our clients on drawing up and reviewing collective bargaining agreements and joint company agreements to ensure they are based on the correct legal and financial criteria, which requires extensive knowledge of negotiating strategies.

CORPORATE COMPLIANCE

Corporate Criminal Compliance: Companies’ criminal liability

BGdB Abogados has placed particular emphasis on developing this area of expertise in view of the potential consequences companies face for non-compliance. Law firms increasingly purport to offer legal advice in this area, but few manage to provide the level of rigorous, focussed and analytical advice required.

The ethical focus of businesses is becoming more prominent in our legal system. Amendments to the Spanish Criminal Code in 2010, and particularly in 2015, include the addition of provisions under which a company could be considered as the perpetrator of criminal activity thereby establishing its criminal liability.

The legal consequences for the company could result in it being struck off. Consequently, it is essential to obtain sound advice at every stage that takes into account directives issued by the Spanish State Prosecutor’s Office and standard ISO 19600. The design and implementation of a sound risk prevention model is the only means by which the company will be acquitted in criminal proceedings that may be brought against it if one of its employees, service providers or directors commit a criminal offence.

General Corporate Compliance

We also provide legal advisory services to companies on any non-criminal corporate compliance matters that may apply. We review their policies on data protection, information rights, money laundering, IT security processes, etc.

INSOLVENCY

Advising businesses during the pre-insolvency stage to take any appropriate action to agree a company voluntary arrangement. Preparing and building a strategy are key actions in this area, both when filing an insolvency proceedings application and during subsequent stages, to ensure the right agreement with creditors is reached that allows the company to continue operating, or an organised winding-up process.

We also advise that companies have a credit arrangement during the insolvency process to ensure proceedings can progress and to analyse the appropriateness from a legal perspective of alternative courses of action available to ensure it can be paid irrespective of the insolvency proceedings.

CORPORATE RECOVERY AND REFINANCING

It is essential to take act early on so as to avoid putting the company in a situation that is irreversible. The legal system provides numerous solutions that, if implemented soon enough, make it possible to turn the business around or help avert a company crisis, thereby avoiding insolvency proceedings later.

We advise on conducting a legal analysis and diagnosis of the situation and possible legal solutions to the problems raised.

We draw up and negotiate refinancing agreements, both court-sanctioned and out-of-court agreements, to allow the company to plan its exit from the crisis situation and continue operating the business in a calm business environment without the need to bring the company to court.

In our experience, as in all areas of life, preventative law is often the best solution for companies whose situation is growing progressively worse, leading to irreversible damage.

COMMERCIAL CONTRACTS

Although it is unusual for a law firm to have a department that deals specifically with contracts, this is a specialist area, and as such, we believe it is important enough to be treated as a separate area of expertise.

Normally, the signature of a contract is the conclusion of the negotiation process when the parties signing the contract have reached agreement. That contract will also be the tool that regulates the relationship between the parties for a considerable period of time, or that sets out the agreed terms, which is why we believe it is important to study contractual terms carefully to ensure the appropriate terms are agreed, so we can properly defend the interests of our clients in the event of a legal dispute.

When it comes to contract drafting, we always bear in mind potential breaches and that the legal transaction reflected in the agreement could be the subject of legal proceedings.

We advise on, negotiate and draft the following types of agreements:

Commission, mediation and brokerage agreements
Agency, assignment and distribution agreements
Conveyancing agreements
Agreements for the provision of services
Licence agreements
Escrow agreements
Franchise agreements
Merchandising agreements
Deposit and loan agreements
Bank agreements
Advertising agreements
Transport agreements

PUBLIC PROCUREMENT

We have created a department to deal specifically with companies that take part in public procurement processes (formerly public tenders) put out by government agencies or state-owned companies for contracts to carry out public works or provide supplies, public services or administrative concessions.

We provide advice both before and during proceedings, including:

Advising on the best way to submit bids after studying the tender documents and technical specifications.
Studying and filing administrative appeals and special appeals regarding procurement.
Filing and participating in legal proceedings to challenge administrative specifications, awards and exclusions, or any administrative act that is prejudicial to the interests of the client during the tendering process.

INTERNATIONAL TRADE

We advise on legal negotiations relating to international commerce within the Europe Union and beyond.

Our involvement centres around advising on and preparing contractual and pre-contractual documents required for completing transactions and monitoring statutory compliance with regard to exporting products in accordance with the relevant directives or international treaties.

We work with the local office in the relevant country to help our clients with any dispute resolution process involving the courts arising from those transactions.

INTELLECTUAL PROPERTY

Our advice in this area includes:

Administrative proceedings against industrial property rights that are granted or denied
Civil proceedings for infringement or revocation of patents, utility models, trademarks and designs, and/or their expiry
Civil proceedings for infringement of intellectual property rights
Civil proceedings for unfair competition
Criminal proceedings concerning intellectual property infringement

DATA PROTECTION

Our expert data protection lawyers, who hold DPO (Data Protection Officer) certification, oversee and advise on a number of areas, including:

Compliance with data processing principles
Identifying lawful bases for processing
Assessing the compatibility of new purposes for data processing that are different to the reasons for which the data was originally collected
Sector-specific legislation that may determine specific processing conditions that are different to those applicable under general data protection law
Designing and implementing measures for informing those affected by data processing
Establishing procedures for dealing with requests from data subjects to exercise their rights
Assessing requests from data subjects to exercise their rights
Appointing data processors, including drafting and content of data processor agreements or legal arrangements that regulate controller-processor relations
Identifying instruments for the international transfer of data that meet the organisation’s requirements and characteristics and are appropriate for the reasons for the transfer
Designing and implementing data protection policies
Data protection audits
Setting up and managing processing activity records
Risk analysis for processing activities carried out
Implementing measures for data protection by design and by default that are appropriate to the risk and type of processing
Implementing appropriate security measures that are appropriate to the risk and type of processing
Establishing procedures for managing data security breaches, including assessing the risk to the rights and freedoms of affected data subjects and procedures for notifying supervisory authorities and data subjects
Identifying the need to carry out data protection impact assessments
Carrying out data protection impact assessments
Relations with supervisory authorities
Implementing staff awareness and training programmes on data protection
Legal advice on penalties imposed by the Spanish Data Protection Authority (Agencia Espanola de Protección de Datos, AEPD) and all types of administrative claims and legal claims through the courts arising from data protection law

[COMPANIES] SECTORS

PRIVATE WEALTH MANAGEMENT COMPANIES

We offer comprehensive advisory services on private asset-holding and asset management companies, primarily real estate or commercial.

We help clients plan the best way to manage and achieve the maximum return on private wealth or shareholder equity by studying the objectives, shareholder profiles, history and tax scenario involved in each case.

Our advice is based on coordinating all related company areas from the civil, corporate or tax perspective, or from a family law or other perspective.

This is particularly sensible for private wealth generated from an inheritance.

REAL ESTATE COMPANIES

We have a specific department to advise companies operating mainly in the real estate market. Our real estate lawyers provide innovative legal advice, tailoring and adapting transactions to our clients’ needs. We advise on the following matters:

Property audits, advising clients on all matters relating to land, building or development so they are armed with the information they need to make decisions on their purchase, sale or any other legal transaction they intend to complete.
Designing property investment or divestment transactions through all their stages.
Specific advice for shopping centres, office buildings and timeshares.
Drawing up and negotiating all types of real estate contracts: leases, swap agreements, ground leases, renovation contracts, option to purchase contracts, contract of sale, combined real estate transactions.
Legal aspects relating to the construction process and participating agents.
Advising on obtaining condemned building declarations for buildings where works are envisaged and other scenarios.
Advising on building refurbishments, including evicting inhabitants or tenants.
Claims against or defending developer-constructors for construction defects.
Analysing, preparing and advising on urban planning: partial and master plans, special plans detailed study, plot re-divisions, etc.
Advice on applying for and obtaining planning permission.
Advising on matters relating to breaches and penalties of urban planning law

FAMILY BUSINESSES

We think family businesses fall under a separate area of expertise as our advice needs to take into account any specific legal aspects that apply to their management structure and business strategy.

In our experience, for businesses in which family members form a large part of both share capital and management, an examination, review or implementation of a series of legal processes is required to achieve more effective management strategies and ensure the business continues to operate in optimal market conditions.

We are used to advising and drawing up protocols and agreements for family businesses, as well as shareholder agreements, that combine or complement efficient management practices. We also analyse the business from a tax perspective in order to achieve the best arrangement.

STATE-OWNED COMPANIES

Companies whose entire or partial share capital is made up by a public administration have numerous specific characteristics from a legal perspective.

Our advice focuses on adapting this type of company to those legal characteristics on a compliance and operational level, both from a company perspective and with regard to the procurement, since they are all subject to national and European law where public procurement is concerned.

We also advise their governing body on its management functions as its directors are not familiar with business dealings, as well as on overseeing all their legal obligations.

Our services focus on municipal state-owned companies and those in the autonomous regions.

PROCUREMENT COMPANIES

We provide advice both before and during proceedings, including:

Advising on the best way to submit bids after studying the tender documents and technical specifications.
Studying and filing administrative appeals and special appeals regarding procurement.
Filing and participating in legal proceedings to challenge administrative specifications, awards and exclusions, or any administrative act that is prejudicial to the interests of the client during the tendering process.

FOUNDATIONS AND ASSOCIATIONS

We have a long tradition in providing tax and legal advice to non-profit organisations, also known as “third sector companies”. We provide comprehensive advice, from when they are incorporated, by drawing up articles of association with the appropriate objectives and continue to offer advice on their legal obligations to their respective protectorates and official registries. Our involvement includes preparing and advising on operating plans, adjusting accounting in line with their obligations, filing annual accounts, tax planning and payments, recruitment, etc.

[INDIVIDUALS] AREAS

URBAN AND RURAL LEASES

Our founding partner is one of the national authorities in this field, which makes BGdB Abogados one of the leading law firms in Spain in this area of expertise.

Our extensive experience comes from the particular focus over several decades on both urban and rural leases, industrial leases, occupation on sufferance, bailments, rights of use, as well as buildings, plots, retail outlets, defending both owners and tenants or leaseholders alike.

Rental agreements: advising on the best way to negotiate and formalise rental agreements with a particular focus on complex rentals, carrying out an in-depth analysis for each individual case.
Terminating protected tenancy agreements, leases for premises subject to Royal Degree-Law 2/1985 (works without planning consent, owner-landlord occupation needs, breach of contract, assignment or subletting without consent, illegal leasing.
Eviction for rent arrears or expiry of legal or contractual deadline.
Studying rental agreements for previous rental income from a legal perspective.
Tenant rights of first refusal and pre-emption.
Advising on inheritances involving immoveable property assets and forms of administering the division and distribution of estates.

REAL ESTATE AND PLANNING LAW

This department is the firm’s flagship department. Legal advice on real estate matters has formed a fundamental part of our legal practice since the firm was established. We have since added planning to complete the range of services offered by this department, and are able to provide innovative legal advice, tailoring and adapting transactions to our clients’ needs. We advise on the following matters:

Designing property investment or divestment transactions through all their stages.
Drawing up and negotiating all types of real estate contracts: leases, swap agreements, ground leases, option to purchase contracts, contracts of sale, combined real estate transactions.
Buildings declared as condemned and construction defects.
Analysing and advising with regard to an individual’s involvement in compensation councils (Juntas de Compensación) or any other administrative planning process.
Advice on applying for and obtaining planning permission.
Advising on matters relating to breaches and penalties of urban planning law.

CIVIL LAW

As well as the specialist areas of civil law that we deal with (real estate, urban leases, succession, family, public liability and property co-ownership) we also deal with other specific areas to offer our clients comprehensive advisory services on a range of matters, including:

Conveyancing
Acquisition of ownership, acquisitive prescription and possession
Registry law
Neighbour relations
Rights to light and view
Aragonese local customary law
Easements
Co-ownership and community of assets
Property divisions
Beneficial interest and habitation rights
Construction defects
Breaches of contract
Debt recovery
Statements of death and absence
Statements confirming disability (legal incapacity)
Acting as executors in inheritance distributions and division of marital property
Real property rights

ADMINISTRATIVE LAW

We advise individuals, companies and private entities on administrative law matters involving all types of administrative proceedings and actions before the Spanish Public Administration, local authorities and those in the autonomous regions; claims before bringing actions; filing administrative appeals; advising on any type of administrative proceedings, including:

Proceedings involving compulsory purchase orders
Urban planning
Condemned buildings declarations and subsidiary enforcements
Disciplinary proceedings
Subsidies
Proceedings involving public authority property liability
Civil servants
Property tax register

Filing and defending administrative appeals before any administrative jurisdiction and, in general, bringing actions and providing legal defence against the Public Administration.

TAX

We advise individuals on compliance with their tax obligations, or those arising from tax planning, including:

Audit procedures, restricted tax audits, data audits, securities audits conducted on individuals
Inheritance and gift tax (Impuesto sobre sucesiones y donaciones, ISD): individual and family tax planning.
Income tax (Impuesto sobre la renta de las personas físicas, IRPF)
Stamp duty and transfer tax (Impuesto sobre transmisiones patrimoniales y actos jurídicos documentados,(ITP and AJD).
Non-residents income tax (Impuesto sobre la renta de no residentes, IRNR) and foreign investment in Spain.
Local taxes: property tax (impuesto sobre bienes imuebles, IBI), tax on increase on land value (plusvalía urbana), tax on business activity (impuesto sobre actividades económicas, IAE).
Property tax registry (catastro) procedures: reviewing increase in values, appeals against property tax valuation surveys, correcting property tax register errors, adjusting actual registry details in line with the property tax register.
Tax planning and assistance with choosing the most appropriate tax saving scheme based on individual circumstances, organising and increasing personal wealth.

We provide assistance and can represent individual clients before any court or authority during the whole process up to receiving final and unappealable judgments.

CRIMINAL

We provide legal advice and assistance in a number of criminal law matters such as:

Crimes against property and the socio-economic order:
- Concealment of assets and embezzlement
- Corporate crime
- Misappropriation of trust funds
- Corruption involving individuals
- Money laundering
- Fraud
- Forgery
Environmental crime and planning offences
Intellectual property crimes
Defamation and reputational crimes
Crimes against the Public Administration:
- Breach of trust in public office
- Corruption
- Misappropriation of public funds
Crimes that infringe employee rights
Tax and Social Security crimes
Road traffic crimes (personal injury and damage)
Crimes against personal freedom (coercion and threats)

You can depend on our team of experienced criminal lawyers who intervene in important criminal proceedings, as well as proceedings known as macro trials, to manage our clients’ position effectively.

EMPLOYMENT

We defend our clients’ interests in their relations with their employer, providing advice and representing them in all stages of proceedings before employment tribunals or in administrative proceedings in court. The matters we advise on include:

Recruitment
Dismissal
Occupational and geographical mobility
Changes to working conditions
Disciplinary arrangements
Compensation and remuneration schemes
Defence before employment tribunals, the Spanish High Court and Supreme Court
Accidents and sickness at work
Social Security

FAMILY

Our family law team has a wealth of experience in providing legal advice and facilitating all kinds of family and individual conflict resolution, and personal and wealth-related disputes. They are able to build up a personal relationship of trust with the client to provide solutions that are in the client’s best interests and as sympathetically as possible.

Specialised legal advice in cases involving separation, divorce or marriage annulment, unmarried couples, settlements of all types of marital property regimes or property arrangements between unmarried couples, drawing up settlement agreements, family relationship, disability or adoption agreements and helping to resolve related issues.
Financial and matrimonial property agreements and prenuptial agreements.
Successions: will-drafting, drawing up declarations of acceptance of inheritance, distribution of inheritances, will disputes.
Children: emancipation, adoption, fostering, court sanctioning for the sale of assets belonging to minors, arrangements orders with grandparents and other relations, father-child relations, maintenance, matters involving international law.
Civil Registry procedures: registrations, amendments, acknowledgement of parentage.
Intervening in court proceedings:
Cases relating to the issues listed above, as well as separation and divorce proceedings, proceedings to change arrangements, matrimonial annulment proceedings, enforcements of legal title, maintenance claims by relations.
Declarations of non-capacity, appointing guardians, guardians ad litem or court-appointed guardians, protection measures, settlement of accounts and removal of guardians, court order approving the sale of assets of an individual without legal capacity.
Cases involving minors.

SUCCESSION PLANNING

Our firm is accustomed to advising our clients on current or future arrangements to manage their wealth, particularly when it comes to the most appropriate will for their personal wealth circumstances.

We provide a confidential, personalised service which means clients can feel confident in appointing us as executors in their will to manage their affairs upon their death.

We also arrange judicial and extrajudicial distributions of inheritance or wealth and advise family business clients on all succession-related matters.

THIRD PARTY LIABILITY, INSURANCE AND LOSS

Over the years BGdB Abogados has built up a solid experience of advising insurers, private individuals, companies, professionals, public authorities and community of property owners on all kinds of losses involving third-party liability in civil, criminal, employment and administrative proceedings before courts and tribunals across Spain.

Road traffic accidents:
- Injury, damage, breathalyser tests and all kinds road traffic related negligence cases.
Occupational accidents:
- Employer civil and criminal liability and employee claims for accidents and sickness at work.
Professional negligence:
- Legal advice and lawyers
- Building agents
- Medical
Construction accidents:
- Liabilities arising under the Spanish Construction Act
- Domestic: private and communal damage
Loss caused by animals:
- Huntable species
- Domestic animals
Accidents on a public or private road or in a private or public building

HORIZONTAL PROPERTY (CO-OWNERSHIP SCHEMES)

Our specialised team advises and defends community of owners, estate managers and property owners and co-owners in particular.

We advise community of owners on the best way to hold meetings to agree on matters such as works, investments, articles of association, internal regulations, fitting lifts to overcome architectural obstacles.
Court claims concerning payment or non-payment of community fees.
Challenging community agreements and providing comprehensive advice to co-owners.
Drafting articles of association, internal regulations and minutes of community of owners decisions.

BANK CLAIMS

The firm has brought numerous actions before the courts to fully or partially cancel financial products, including floor clauses (cláusula suelo) in mortgages, mortgage costs, swap or financial swap contracts, etc. As a result, these clauses have been removed from mortgage agreements, enabling our clients to recover significant sums of money.

CONSUMER LAW

BGdB Abogados has vast experience in the area of consumer claims and consumer rights, from the perspective of both the consumer and the provider of goods or services.

We provide professional advice and defend our clients in consumer-related litigation in court and in arbitration proceedings, or in any commercial and consumer cases brought before the various public administrative bodies.

[PUBLIC ADMINISTRATION] AREAS

LOCAL COUNCILS AND AUTHORITIES

We have provided legal advisory services to various local councils and businesses since the firm was established. We work with secretaries and trustees to design and implement the most effective legal solutions.

Our range of services includes drafting opinions and reports, advising before an action is brought, and advising and defending local councils during any legal or administrative proceedings.

We also provide advice to municipal bodies in their particular sphere of operation, including:

Expropriation procedures
Urban planning
Condemned buildings declarations and subsidiary enforcements
Disciplinary proceedings
Subsidies
Public authority property liability
Public authority third-party liability
Civil servants
Property tax register

In our experience, providing this type of legal advice is essential, as our analysis and advice always anticipates possible jurisdictional inspections in the cases in which we are involved that require us to implement solutions and preventative measures at an early stage which will prove advantageous later on in legal proceedings when it comes to obtaining a favourable judgment.

STATE-OWNED COMPANIES

Companies whose entire or partial share capital is made up by a public administration have numerous specific characteristics from a legal perspective.

We also advise their governing body on its management functions as its directors are not familiar with business dealings, as well as on overseeing all their legal obligations.

Our advice also incorporates restructuring plans to resolve and reorganise the precarious financial situation of these entities with a view to developing them into viable businesses, resulting in substantial savings for the authorities they are dependent upon.

We have recently introduced advisory services and implemented models to prevent corporate crimes, adapting them to the specific needs of these public entities. The process starts with a diagnosis phase and producing a risk map, allowing us to design and implement a Crime Risk Prevention Plan which incorporates other documents such as a Code of Ethics and system for reporting crime. This comprehensive service includes providing a training process and monitoring the success of the model’s functioning.

Our services focus on municipal state-owned companies and those in the autonomous regions.