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Mr. Zorrilla has more than two decades of legal experience advising local, regional and international clients in the areas of acquisitions and mergers, corporate formation and governance, regulatory compliance, consumer Law, Foreign Investment, Real Estate and both Litigation and Alternative Dispute Resolution. In an era of unprecedented government intervention in private industry the attorneys that can make a difference in a company are also the ones who have businees, government experience, crisis management, and complex regulatory and litigation skills to bear on difficult government-related problems. With years of success representing clients before government agencies, in enforcement matters, before lawmaking bodies, and in court disputes arising from government regulation or action, I understand government, business, and the political and policy environments in which the decisions affecting my clients are made.
- Claims against defaulting debtors, by both enforcement procedure (ordinary proceedings or special proceedings under mortgage law) and declaratory procedure;
- Claims for liability of Company Directors (individual and corporate liability actions, "piercing the veil" in groups of companies);
- Actions for a variety of breaches of contract (contracts for transport, supply, IT technical support, hiring of works and services in the field of IT and industrial machinery construction, problems of quality in goods supplied, disputes over setting volume discounts, exclusive distribution, agency and franchise, etc.);
- Actions challenging corporate resolutions, mortgage, official register and judicial review proceedings;
- Enforcement in Spain of judgements handed down by foreign Courts; Claims relating to Insurance law;
- Actions relating to Intellectual and Industrial Property and Unfair Competition;
- Claims submitted to arbitration procedures.
- Appointed Judiciary administrator (administrador concursal) in several bankruptcy procedures carried on in Madrid Courts Administrative Courts: Among other professional interventions, near 200 claims against each Spanish Administrative Bodies (especially Healthcare Services), obtaining a return of Euro 140,000,000.00 of recovered debt plus 40,000,000.00 of interest. Other interventions: Tax, antitrust, and polluted soil issues, appeals against administrative decisions and penalties …
- Criminal actions relating to financial offences (fraud, misappropriations, bankruptcies involving criminal negligence, embezzlement and corporate offences), and against workers' rights (offences of manslaughter as a result of criminal negligence and/or against workers' safety). These proceedings, both in civil and criminal area, have involved interventions before courts and tribunals (from the lowest to the highest instances, including the Supreme Court and the Constitutional Court of Spain) of the Civil, Criminal, Administrative and Labour Jurisdictional Orders, with particular emphasis on the Civil Jurisdictional Order, and also Arbitration Boards.
- Functions of Secretary to the Board of Directors and Legal Counsel: Drafting and supervising corporate resolutions, both those adopted at Shareholders Meetings and by the Board of Directors (including changes in company status and the formation of companies, branches, joint ventures, consortia, all kinds of amendments to articles of association, shareholder pacts, etc.) for multinational Groups of Companies.
- Advising on and drafting the necessary legal documents for operations to reorganise such Groups of Companies by means of mergers, demergers, contributions of branches of activity, securities swaps, dissolution with transfer of total assets and liabilities, etc.), in all cases with overall consideration of the financial, legal and tax implications of the operations, in coordination with the specialist advisers of the Tax and Labour Area and Auditors of the companies concerned, both in Spain and with the advisers of the foreign parent companies.
- Intervention in Due Diligence procedures concerning sales of companies; participation in the negotiations prior to the signing of the letter of intent and those following the valuation of the target company, drafting of the legal Due Diligence Report, drafting of the related sale/purchase contracts including the representations and warranties regarding the assets and liabilities, level services agreements and other ancillary documents;
- Drafting and checking all kinds of contracts, both civil and commercial (real estate sales, including manufacturing plants and facilities, aircraft sales, operating and finance leases, purchase option contracts for land for the installation of theme parks, cash pooling contracts, ordinary and senior management employment contracts, contracts governing distribution, agency, franchise, transport, technical assistance, loan, credit, real estate and chattel mortgages, ordinary and credit pledges, etc.).