Área de Articles | Pérez-Llorca, Law Firm

Real estate-rich share transfers: how CJEU’s Nova Iberomoldes ruling impacts Portuguese RETT

andrea.araujo — Tue, 11 Aug 2026 09:28:53 +0000

On June 4 2026, the Court of Justice of the European Union (CJEU) delivered a significant ruling in Nova Iberomoldes – SGPS, S.A. v Autoridade Tributária e Aduaneira (Case C-837/24), holding that the Portuguese real estate transfer tax (RETT), when applied to certain share-for-share exchanges, is incompatible with Council Directive 2008/7/EC on indirect taxes on the raising of capital (the Capital Raising Directive). The decision has immediate consequences for corporate reorganisations in Portugal and raises important questions for comparable regimes elsewhere in the EU.

You can read the full article here.

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Spanish FDI and Government-Controlled Entities

Mónica Moreno — Fri, 31 Jul 2026 07:23:55 +0000

One of the particularities of the Spanish FDI regime is that most Sovereign Wealth Funds (“SWFs”) and other entities which are ultimately controlled by a foreign government, including public bodies or armed forces, are considered sensitive for the purposes of the Spanish FDI regime. Thus, they are required to notify the Spanish authority of each and every acquisition (i) that exceeds the 10% threshold in a Spanish corporation for the first time, or (ii) that results in a change of control, for the purposes of EU merger control, over Spanish corporations or assets, independent of the activities of the target. In practice, government control is the main ground of sensitivity actually leading to filings due to the investor. Approximately 22 of 181 authorisation requests in 2025 were submitted on this basis. This article sets out the legal framework (Section 2 below), the practice of the authority (Section 3 below), and the levels of intervention as regards government-controlled entities (Section 4 below).

You can read the full article here.

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Key Agency Considerations: Overview (Spain)

Pérez-Llorca — Wed, 09 Apr 2025 08:58:58 +0000

An agency arrangement for the sale or purchase of goods and services in Spain, including applicable laws and regulations, important considerations for appointing an agent, key provisions in agency agreements, and termination considerations.

You can read the full article here.

*Article updated on May 2026*

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Restated Insolvency Act: Spain

Mónica Moreno — Mon, 13 Apr 2026 09:29:06 +0000

A Note on the amendments to the Spanish insolvency process introduced by Royal Legislative-Decree 1/2020, of 5 May, approving the Restated Insolvency Act (Real Decreto Legislativo 1/2020, de 5 de mayo, por el que se aprueba el texto refundido de la Ley Concursal), which entered into force on 1 September 2020, including the amendments introduced by act 16/2022, of 5 September, updating the restated insolvency act, approved by royal legislative decree 1/2020, of 5 May, for the transposition of the EU Directive (EU) 2019/1023, of 20 June 2019.

You can read the full article here.

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Recovery of Litigation Costs: Overview (Spain)

Pérez-Llorca — Wed, 28 Jun 2023 10:52:33 +0000

It covers how parties can obtain a costs order from the court, interest on a costs award, security for costs, and whether a court can order the payment of costs order in foreign currency or in instalments. It also considers the enforcement of contractual costs provisions and how courts address costs related to an interim application, the costs of appeal, and in the context of a settlement.

This Note also looks at the how effective Spain’s legal costs framework is in managing the costs of litigation, and the recent developments and legislative reforms related to this topic.

Update dated 27/02/2026 of the article originally published on 28/06/2023. Full article published on Thomson Reuters

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Right of withdrawal due to lack of or insufficient dividend distribution and annual account preparation

andrea.araujo — Wed, 25 Feb 2026 16:13:10 +0000

We analyse in this article the legal regime governing the shareholders’ right of withdrawal on the grounds of a lack or insufficiency of dividend distribution, following a recent judgment delivered by the Provincial Court of Barcelona in May of this year, which also addresses other issues of interest, such as the restatement of the annual accounts.

You can read the full article here.

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Three years of restructuring plans: legal trends and real-world applications

andrea.araujo — Thu, 19 Feb 2026 11:58:17 +0000

Three years after the enactment of Law 16/2022, restructuring plans have become the core instrument of Spain’s pre-insolvency framework. This article examines the recent judicial developments regarding creditor class formation, the definition of affected liabilities, and the requirement of business viability, together with the evolving role of restructuring experts. It also addresses divergent judicial approaches to court confirmation and interim financing. The analysis shows an increasing consolidation of protective standards but highlights persistent inconsistencies that call for greater uniformity and a more substantive culture of preventive restructuring in Spain.

You can read the full article here.

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Tokenization of private securities in Latin America: legal architecture for broadening access to private capital market

andrea.araujo — Tue, 10 Feb 2026 16:26:11 +0000

This article examines the legal architecture required to enable the tokenization of private securities in Latin America, with a particular focus on Colombia and comparative references to Mexico, Spain, and Brazil. Tokenization — the process of representing ownership rights over financial instruments through distributed ledger technology (DLT) — offers the potential to modernize private placements by enhancing liquidity, compliance automation, and transparency. The article situates tokenization within the broader evolution of financial infrastructure, drawing from doctrinal sources, international regulatory frameworks (MiCA, DLT Pilot Regime, CVM Resolution 175, Fintech Law), and functional analyses proposed by institutions such as DTCC, ISDA, and the World Economic Forum. It argues that while existing private offering regimes can accommodate tokenized instruments without wholesale legislative reform, legal certainty requires functional regulation that recognizes smart contracts, digital custody, and programmable compliance mechanisms as valid components of securities law. The article concludes that a principles-based, technology-neutral approach—centered on trust, reliability, and clarity—can allow Latin American markets to expand access to capital and attract cross-border investment while maintaining robust investor protection and market integrity.

You can read the full article here.

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The anti-abuse nature of Portuguese aggravated property taxes

Mónica Moreno — Wed, 07 Jan 2026 10:01:36 +0000

This landmark decision establishes important principles for the application of Portuguese aggravated property taxes by characterising the relevant provisions as anti-abuse rules that require actual proof of abuse, rather than allowing their automatic application based solely on the corporate structure. Through this interpretation, the arbitration court has aligned Portuguese tax law with established European jurisprudence on anti-abuse provisions.

You can read the full article here.

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When Insurance Becomes Law: Benefits and Risks

Mónica Moreno — Thu, 20 Nov 2025 08:30:07 +0000

They emphasize that mandatory civil liability insurance for vehicles can deliver significant social benefits: protecting victims, covering medical and legal costs, and ensuring financial solvency. However, they warn that for this regime to work, Mexico must address structural hurdles such as low insurance penetration in some regions, weak enforcement mechanisms, and the need for guarantee funds for uninsured vehicles or insolvent insurers. Their proposal is to foster an ecosystem in which mandatory insurance is affordable, enforceable and truly inclusive.

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