Cross-border Commercial Litigation in Spain
Commercial disputes connected to Spain carry consequences that travel beyond the courtroom – for contracts, for investments and for the working relationships behind them.
We act for international businesses, investors and private clients in contractual disputes, shareholder conflicts, debt recovery matters, and cross-border commercial litigation before the Spanish courts.
From first letter through to enforcement, we provide a single, consistent strategy across borders.
Commercial Litigation
We advise international businesses, investors and private clients involved in commercial disputes connected to Spain, including contractual disputes, shareholder conflicts, debt recovery matters and cross-border business litigation before the Spanish courts.
Our team provides practical legal guidance throughout the full litigation cycle, helping clients navigate Spanish proceedings with clarity, responsiveness and an international perspective. We act for English-speaking clients and foreign law firms in complex commercial litigation matters across Spain with a professional, discreet and solution-oriented approach.
Cross-border commercial litigation
Cross-border disputes involving Spanish entities, contracts or assets have become a steady fixture of international commercial practice. Jurisdiction, applicable law and the enforcement of civil and commercial judgments between Spain and other jurisdictions raise live procedural questions for any business with assets, contracts or counterparties on both sides of the corridor.
Our dispute resolution practice focuses on complex and international cases. We identify the routes available, guide clients through Spanish procedure, and help avoid the procedural traps that catch out litigants used to common-law process.
Our team brings together English-speaking Spanish litigators and dual-qualified abogados, ensuring a clean handover between the English and Spanish legal systems. We act for a wide range of clients — multinational corporations, investment funds, financial institutions, SMEs and private individuals — and are regularly instructed by major international law firms to represent their clients before the Spanish and EU courts.
Areas of expertise
Corporate Governance Disputes
Disputes inside the company — between shareholders, between management and the board, between majority and minority — are a recurring source of commercial litigation in Spain. International investors and dual-listed groups face a Spanish corporate-law framework that differs in detail from common-law expectations, particularly on minority protection, the impugnación of corporate resolutions, and the personal liability of directors.
Shareholder Disputes
Spanish company law gives minority shareholders a defined set of statutory rights, including challenge of corporate resolutions, separation rights (derecho de separación), and information and audit rights under the Ley de Sociedades de Capital. Disputes typically arise on dividend policy, related-party transactions, controlling-shareholder conduct and exit valuation. We act for international investors and family-business shareholders on both the protection and the assertion of these rights — through negotiation where it is realistic, and through the Spanish commercial courts (juzgados de lo mercantil) where it is not.
Challenge of Corporate Resolutions
Resolutions of a Spanish company’s general meeting or board can be challenged where they are contrary to law, to the articles of association, or to the corporate interest. Time limits are short — typically one year from adoption, with shorter windows for void resolutions — and the procedural route runs through the commercial courts. We act for shareholders, directors and corporate groups in challenge proceedings (acción de impugnación), pre-empting them by reviewing the legal soundness of contested decisions, and defending them where the company is on the receiving end.
Directors' Liability
Directors of Spanish companies face personal liability in three principal contexts: the corporate liability action (acción social) brought by the company itself; the individual action (acción individual) brought by shareholders, creditors or third parties for direct loss; and statutory liability for failure to call dissolution where the company has incurred qualifying losses. We act for directors defending claims, for companies and shareholders pursuing them, and for groups designing pre-litigation strategies around D&O coverage and indemnity arrangements.
Transactional and Commercial Disputes
Disputes that follow a transaction — a sale, a joint venture, a distribution agreement — sit at the centre of our practice. Spanish contract law on these matters is largely codified, but the practical procedure for enforcement, interim relief and quantum is where instructing lawyers most often need local counsel.
M&A and Warranty Claims
Post-completion disputes on Spanish M&A transactions typically involve breaches of warranty, completion-accounts and earn-out adjustments, leakage claims and indemnity claims. Where the SPA is governed by Spanish law, recovery turns on the specific contractual regime — caps, baskets, knowledge qualifiers and notification procedures — and on the underlying Código Civil and Código de Comercio rules on breach and damages. We act for buyers and sellers in warranty and indemnity claims, in earn-out disputes, and in completion-accounts arbitration or expert determination. We coordinate with English counsel on hybrid governing-law transactions where the corridor is England–Spain.
Joint Venture and Agency Conflicts
Joint ventures and long-term agency or distribution arrangements connected to Spain generate a steady flow of disputes — over performance, deadlock, termination, exclusivity and the calculation of agency indemnity (indemnización por clientela) under the Spanish Agency Act. Spanish law is protective of the agent on termination and the case law on goodwill indemnity is dense. We act for principals and agents, joint-venture partners and exiting parties, on negotiated exits and litigated terminations, including interim measures to preserve commercial position.
Market Conduct and Competition
Unfair Competition.
The Spanish Unfair Competition Act (Ley de Competencia Desleal) covers a broad range of market conduct — misleading advertising, denigration, breach of trade secrets, imitation, inducement to breach contract and abuse of economic dependence. Claims are heard before the commercial courts and can carry both injunctive and damages remedies. We act for international brands defending market position in Spain, and for Spanish targets resisting unfair-competition claims brought against them — often alongside parallel intellectual-property or contractual disputes.
International Commercial Arbitration
Spain is a pro-arbitration jurisdiction and Madrid is an established arbitral seat. International commercial arbitration is often the route of choice for cross-border commercial disputes, particularly where the underlying contract carries an arbitration clause referring to ICC, LCIA, the Madrid Court of Arbitration, or the CIAM-CIAR.
We act in international commercial arbitrations seated in Spain and elsewhere, from the early-stage choice of seat and rules through to the merits phase. Where an award is rendered against a Spanish-located respondent, we run the recognition and enforcement application before the Tribunal Superior de Justicia — see our Recognition and Enforcement page for the procedural route in more detail.
Insolvency and Restructuring
Cross-border insolvency proceedings touch international businesses with Spanish subsidiaries, suppliers, customers or counterparties. The Spanish Insolvency Act (Texto Refundido de la Ley Concursal, Royal Legislative Decree 1/2020, as reformed in 2022) and the EU Insolvency Regulation (Regulation (EU) 2015/848) frame the procedural landscape. The principal collective procedure is the concurso de acreedores before the commercial courts (juzgados de lo mercantil), with restructuring plans (planes de reestructuración) now available as a pre-insolvency alternative.
We act for creditors lodging claims, for foreign administrators seeking recognition of foreign main proceedings in Spain, and for directors and shareholders defending claw-back actions (acciones rescisorias concursales) or aggravation-of-insolvency claims. Where the matter spans several jurisdictions, we coordinate with foreign counsel on parallel office-holder appointments, asset-tracing and the cross-border ranking of claims.
Why choose DCC Tax & Legal
Our team has extensive experience in UK, Spanish and international legal systems, and regularly acts for clients in complex cross-border disputes.
We combine:
Dual-qualified lawyers with rights of audience in England and Wales and in Spain.
A working understanding of both common law and civil law systems.
Cultural and linguistic fluency for international representation.
Strategic coordination with local counsel where the matter calls for it.
Get in touch
Our aim is to deliver practical, efficient and results-oriented legal support, so that international clients are represented with clarity and confidence — in English and in Spanish — through every stage of the dispute.
