
Asset deal vs. share deal in small market M&A transactions: key considerations for structuring wisely
In the field of small market M&A transactions, the choice between structuring a transaction as a transfer of assets or as a sale of shares
The recent approval of Royal Decree-Law 15/2025 has reconfigured the fiscal digitalization timeline, granting a necessary additional margin for the technical transition of billing software.
The new horizon is established as follows:
This postponement makes 2026 the critical period for companies to audit their current systems and ensure their programs guarantee the integrity, preservation, and inalterability of the records required by the regulation.
In the real estate sector, the processing of the Law for the Impulse and Balanced Development of the Region (Ley LIDER) in the Community of Madrid stands out. This regulation is born with the ambitious goal of replacing the current Land Law to unify scattered regulations and offer a framework of total legal certainty to developers and investors.
Ley LIDER introduces planning instruments aimed at drastically reducing administrative approval times, facilitating agility in land management and urban regeneration—key factors for the region’s competitiveness.
One of the most disruptive proposals from the European Union is the creation of a unique corporate framework known as the “28th Regime”. This proposal seeks to eliminate barriers between the 27 national corporate regimes through the creation of the Unified European Company or Societas Europaea Unificata (S.EU).
While its definitive scope (including possible fiscal and labor measures) is still under debate, its implementation—expected starting in 2026-2027—will represent a fundamental advance for startups and emerging companies seeking agile cross-border expansion without bureaucratic friction.
A significant update to Foreign Direct Investment (FDI) controls is expected.

In the field of small market M&A transactions, the choice between structuring a transaction as a transfer of assets or as a sale of shares

Executive Summary The High Court of Justice of Madrid, in its ruling 681/2025 of 17 September (rec. no. 1991/2021), confirms that a tax residence certificate

Executive Summary In its ruling on the unification of criteria on 17 July 2025 (Ruling 03697/2025), the Central Economic-Administrative Court (TEAC) established that taxpayers covered