ANDORRA Law and Practice Contributed by: Marc Ambrós and David Cuesta, Cases & Lacambra
3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments There have been no significant court decisions or legal developments in Andorra related to M&A properly. However, there have been recent, important legal developments in respect of incorporation requirements and financing ben - efits applicable to start-up companies to attract the creation, development and establishment of technological companies in Andorra. In parallel, the Andorran government has also developed a legal framework to create compa - nies with the purpose of issuance, management, deposit or trading of any type of digital assets, such as programmable sovereign digital money (DDSP), cryptocurrencies, stablecoins or stable tokens. These companies must be registered before the Andorran Financial Authority (AFA). 3.2 Significant Changes to Takeover Law It should be noted that Andorra does not have a specific law controlling takeovers. However, the companies’ legislation and the merger and spin- off regimes are currently under review to identify gaps with European Union regulations, so sig - nificant changes in such matters could occur in the coming 12 months. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies As explained in 3.2 Significant Changes to Takeover Law , as there is no specific law con - trolling takeovers, there are no legal impedi - ments to building a stake in the target prior to launching an offer.
perform on a lasting basis the functions of an autonomous economic entity. Andorran regulations also foresee that certain economic concentrations are subject to notifi - cation to the Andorran government. Such eco - nomic concentrations are those where: • all the companies involved in the concentra - tion achieve, according to publicly available information, a share equal to or greater than 50% in any relevant market in Andorra; and • at least two of the participating companies individually achieve an annual turnover in Andorra of more than EUR2.5 million. 2.5 Labour Law Regulations If a bidder acquires a target company in Andorra with employees, to the extent that as a result of the takeover there is no change in the condi - tions of the workers as their employer has not changed, the acquirers should not be concerned about any specific labour law regulations. Notwithstanding the above, if, following the acquisition, the acquirer wishes to implement restructuring measures that include the dis - missal of a certain number of employees, and if such dismissals exceed certain thresholds in a certain period of time, this is considered a col - lective dismissal and a specific procedure has to be followed. 2.6 National Security Review The ministry competent in matters related to foreign investment can deny authorisation for foreign investments if it considers that such investment could hinder, even occasionally, the exercise of public authority, sovereignty and national security, public order and economic order, the environment, public health or the gen - eral interests of Andorra.
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