Practice areas
In Marinel-lo Abogados we have extensive experience and expertise in counseling in Corporate Law, applying a clearly constructive and strategic approach in the defense of the interests of companies, as well as of their shareholders, directors and investors.
Our commercial approach and the professional qualifications of our lawyers allow us to provide comprehensive support to companies, assisting them in the fulfillment of their legal duties, as well as throughout the different cycles of business life, designing all types of structures, transactions and contracts.
Highlighted areas of expertise:
- Corporate Secretary and Corporate Governance.
- Structural changes – mergers, spin-offs, transformation – and capital transactions.
- Corporate disputes and defense of shareholders’ rights
- Bylaws, shareholders’ agreements and shareholders’ unions.
- Design of corporate structures and special purpose vehicles (SPVs).
- Duties and liability of directors, board members and executives.
- Internal Regulations of the Boards of Directors, Codes of Conduct and Compliance.
- Protocols, Codes of Conduct and covenants for corporate governance regulating the rules that govern the relationship between the company, the family and the ownership, in the present and in the future, in family businesses.
- Investment Agreements, Joint-Venture, Temporary Joint Venture, EIG and other collaborative-participatory agreements.
- Outsourcing, provision of services and intra-group related party transactions.
- Distribution, agency and franchise agreements.
- Loans, guarantees and commercial leases.
- Logistics and transportation.
- Pre-negotiation documents: letters of intent [LOI], memorandums of understanding [MOU] and non-disclosure agreements [NDA].
- Defining the efficient tax-legal structure and negotiating strategy in the investment and divestment processes.
- Due Diligence – legal, tax, labor and regulatory – for purchase and sale.
- Company, business, and corporate group restructurings.
- Sale and purchase agreements (SPAs) and investment agreements.
- Negotiation processes up to closing and post-closing follow-up.
We help your ideas take off, providing your projects with the specific legal framework that we customize for you. From its birth to its expansion and potential sale, we accompany your start-up company as a Legal Partner, protecting and safeguarding its assets and the different interests of stakeholders at every stage of its development.
In addition to our legal services, we also support you in the strategic, tax and financial planning of the start-up company, providing support in the preparation and defense of the business plan, pre and post money valuations or other valuations of the company and guidance in the search for financing. Through our partners, we also offer mentoring and consulting in technological solutions.
Our legal advice focuses on:
- Design of the appropriate legal vehicle and drafting of the bylaws and the Shareholders’ Agreement.
- Protection and use of intellectual and industrial property rights.
- Financing Rounds and Investment Agreements with Private Equity, Venture Capital, Business Angels and syndicated co-investments.
- Development of Incentive Plans -Phantoms Shares, Stock Otions- for employees, directors and key personnel.
- Strategy and protection of stakeholder interests.
- Contracts for technological development, scientific research and Framework Collaboration Agreements with R&D centers.
- Definition and execution of technology transfer processes and creation of spin-offs.
- Comprehensive counseling to entrepreneurs and emerging companies (start-ups).
- Public subsidies and grants.
The Digital IP Section, driven and directed by lawyer Patricia Vila Salord, integrates legal disciplines such as intellectual property, data protection, regulation of information society services and e-commerce, artificial intelligence, as well as digital rights of users, which protect freedom of expression and citizens’ privacy in their interactions through the Internet. Explore the topics covered by the Digital IP Section.
- Contracts for the commissioning and development of intellectual works and related works of any kind (literary, artistic, scientific, plastic, audiovisual, video art, multimedia, software and computer applications, databases, technologies and procedures, among others).
- Agreements relating the assignment of IP rights.
- Licenses of use of all kinds.
- Off-line and on-line edition contracts for literary, scientific and musical works.
- Production and co-production contracts for works in collaboration of all kinds (audiovisuals, video games, multimedia, visual art and public peformances, among others).
- Software contracts and licenses.
- Assignment contracts and licenses of use of trademarks, designs, patents and utility models (Industrial Property).
- Clauses and conditions for the protection of intellectual and industrial property of digital platforms, applications and web pages.
- Representation of the client and negotiation between rights holders and assignees / licensees / users
- Representation of the client and negotiation with collective management entities.
- Blockchain technology applied to IP and smart contracts.
- Establishment and observance of IP agreements, licenses or exclusive distribution networks through smart contracts.
- Advice on the electronic management of intellectual property rights.
- Procedures for generating evidence, registering and managing digital rights (DMR).
- Study and promotion of normative change initiatives at the autonomous, state and European level.
- General advice on Personal Data Protection Compliance audits of the GDPR (General Data Protection Regulations) and LOPDGDD (Spanish Data Protection and Digital Rights Guarantee Act).
- Clauses and forms for data protection Analysis and risk management in the processing of personal data.
- Advice and supervision of the Impact Assessment on Personal Data Protection.
- Advice on security breaches and privacy violations.
- Data Protection Officer (DPO) services.
- Legal advice on the implementation of security measures.
- Representation before the Spanish or regional Data Protection Agency.
- Privacy and confidentiality contracts and clauses.
- Data processor contracts.
- Claims for privacy violations.
- Assistance in the exercise of rights of access, modification, opposition, suppression and portability of personal data.
- Personnel training in data protection.
- Cookies.
- Video surveillance.
- Telecommunications in the digital single market.
- Support and legal advice on Big Data projects.
- Legal issues of eCommerce, B2B and B2C.
- Adaptation of digital business to the Law of Information Society Services and Electronic Commerce, both European and Spanish regulations.
- General Conditions and Legal Notice of web pages, platforms and digital applications.
- Legal advice on M2M communications.
- Legal advice on the application of Blockchain and DLT (Distributed Ledger Technology) technologies to any sector (social, real estate, IP, urban, public administration, among others).
- Configuration and development of Smart Contracts
- Legal advice on the use and commercial exploitation of artificial intelligence, augmented reality and 3D technology, among others.
- Intellectual Property of digital contents and formats.
- Adaptation of eCommerce activity to personal data protection regulations.
We offer our legal advice to companies and entrepreneurs immersed in financial crisis scenarios in search of a possible solution for the continuity of their businesses and/or their orderly liquidation. We represent and defend the interests of creditors and other parties in bankruptcy proceedings.
- Legal counseling in pre-bankruptcy and bankruptcy proceedings
- Preparation and filing of express bankruptcy proceedings.
- Application of the Second Opportunity Law. Exemption from liabilities.
- Design, preparation and negotiation of acquisition and sale of productive units and debt refinancing or restructuring processes.
- Preparation and negotiation of agreements with creditors, contested claims and recognition of claims.
- Advising on directors’ liability and bankruptcy qualification.
- Representation of the bankrupt party, creditors, directors and other persons affected in bankruptcy proceedings.
Our legal advice and representation of companies and individuals covers all types of procedural actions before courts of all levels in the civil, commercial and litigious-administrative jurisdictions.
- Commercial procedural law with special emphasis on corporate conflicts: liability of directors, challenges to corporate resolutions, unfair competition, interpretation, validity and enforcement of corporate bylaws, shareholders’ agreements, internal regulations of the management bodies, rules of conduct, as well as the interpretation, breach and enforcement of commercial contracts.
- Actions arising from product liability, defective products, breach of contract in particular, its interpretation and execution, claims for payment, disputes related to family, estate and inheritance law proceedings, as well as real estate and construction.
- Administrative litigation proceedings.
- Defense of the effective protection of the rights to honor, privacy and self-image.
- Adoption of precautionary measures: seizures, registry annotations, cessations, market and deposit removals.
- Enforcement of in rem and personal guarantees, as well as enforcement proceedings of domestic and foreign legal titles.
- Intellectual and Industrial Property protection in litigation regarding patents, utility models, trademarks, copyrights, infringement of license agreements, exploitation, clauses and, in general, defense against the neutralization of technological measures for the protection of intellectual and industrial property of digital platforms, applications and web pages.
- Litigation for violation of unfair competition regulations: misleading practices, exploitation of another’s reputation, confusion, etc.
In the area of tax law, we offer, through an external team of collaborators, comprehensive advisory services on all legal-tax aspects of companies, family groups and individuals. Our tax team has extensive experience in different sectors both nationally and internationally, which allows us to facilitate and accommodate compliance with tax obligations to the needs of our clients at all times.
Tax planning of national and international operations:
- Corporate restructuring.
- Related party transactions and transfer pricing.
- Family businesses and high net worth individuals.
- Tax auditing.
- Taxation of real estate transactions.
- Taxation of Cooperatives, Non-Profit Entities and Foundations.
- Tax procedures for inspection, administration and collection of taxes.
- Appeals and claims before the economic-administrative and litigious-administrative courts.
- Permanent and regular comprehensive labor law advisory services to companies, employers and employees.
- Preparation of labor, senior management, and directors’ contracts.
- Design and drafting of exclusivity, non-competition, and confidentiality agreements.
- Development of systems aimed at making working conditions more flexible.
- Preparation of documents in labor matters: dismissal letters, sanction letters, contractual novation.
- Counseling on disciplinary matters.
- Drafting and negotiation of collective agreements at the company and sectoral level.
- Collective negotiation, conflicts and layoffs and Labor Relations.
- Administrative Proceedings: labor and arbitrations.
- Litigation in the Labor and Administrative Jurisdictions.
- Labor and social security audits.
- Real estate transactions: hotels, residences, industrial buildings and land.
- Construction execution and project manager contracts.
- Urban leases of all types of residential, commercial and industrial properties.
- Sale & lease back.
- Ten-year liability for developers and architects.
- Horizontal Property and Communities of Owners.
- Private Real Estate Investment and Development.
- Legal advisory in matters of common and Catalan regional inheritance law.
- Succession planning.
- Preparation of testamentary provisions and inheritance agreements.
- Drafting of conflict-preventive corporate agreements in the succession of the family business.
- Executions of wills, in particular executorships.
- Industry | Trade
- Logistics | Transportation
- Automotive | Chemical | Electronics
- Engineering | Technology
- Entrepreneurship | Innovation | Emerging companies and start-ups
- Private equity | Venture capital
- Renewable energies
- Hotels
- Promotion | Project Development and Construction
- Family-owned company
- Foundations | Non-profit associations
- Impact companies
- Culture and Creativity
- Audiovisual | Media | Entertainment
- Public Shows | Recreational Activities
- eCommerce | Distribution
- Blockchain Technology