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The purpose of this paper is to analyze the main changes introduced by Law 28/2022, of 21 December, on the promotion of the startup ecosystem, commonly known as the "Startup Law", more than a year after its entry into force. We will focus on the issues that most directly affect the entrepreneurial and investor ecosystem, and we will address some of the issues that raise the most interpretative doubts or that we believe could have been reworded to cover a larger number of companies. [ABSTRACT FROM AUTHOR]

A «scaleup» company presupposes the next phase of expansion or growth of a «startup» company, taking into account parameters of employees and turnover growth. As the subsequent evolutionary phase of a «startup» company, the «scaleup» company is, also, considered to have an improved product or service. This paper analyses the "Scaleup Market", studying its legal and market configuration. Likewise, the figure of the Nominated Advisor and its legal regime are studied and analysed. At the time of development of this work, there are two companies trading on the «BME Scaleup » Market: ALFIL PATRIMONIAL SOCIMI, S.A. and SOLVENTO GROUP 2022 SOCIMI, S.A. [ABSTRACT FROM AUTHOR]

Start-ups, due to their high growth potential, face the problem of raising finance. This paper reflects on the empirical evidence dealing with conflicts of interest that arise in the field of equity financing by new partners. When the firm wishes to make a new share issue, it faces the problem of information asymmetry when setting an issue price. As a result, the shareholder tries to protect himself through anti-dilution clauses. Empirical studies show an interest of the majority shareholder in enjoying and retaining the private benefits of control. Empirical evidence also supports the lack of alignment between the director and the owner. We can draw the conclusion that business reality is a complex reality in which conflicts of interest arise. These conflicts of interest bring financing difficulties when trying to attract new capital contributions from new partners and thus cause capital constraints. [ABSTRACT FROM AUTHOR]

This paper analyzes the sources of business financing, focusing on those that are part of the broad concept of non-bank financial intermediation ("NBFI"), as an alternative to traditional bank financing. The origin and evolution of the NBFI is analyzed, how the organizations that ensure financial stability pointed out the need for regulation and supervision of these new forms of financing, and how the European Union has created a highly harmonized legal framework, particularly in the field of collective investment institutions. The paper deals in particular with debt or direct lending funds, which, being part of the collective investment CIIs, lacked ad hoc regulation in Spain, despite the fact that certain regulated entities, such as closed-end investment entities, could carry out the activity of debt funds. It has been Act 18/2022, of September, on the creation and growth of companies ("Create and Grow Law") that has expressly regulated closed-end collective investment entities for loans, incorporating them into Act 22/2014 by which venture capital entities, other closed-type collective investment entities and the management companies of closed-type collective investment entities are regulated. The purpose of the regulation has been to alleviate the debt situation of some companies and facilitate their growth again, particularly after the economic crisis resulting from the pandemic. [ABSTRACT FROM AUTHOR]

The objective of this paper is to explain how we understand business sustainability, the ethical foundation of sustainability and how all this connects with the financial objective of the firm (maximizing shareholder's wealth). Sustainable companies must be profitable, they must take care of their financial performance; moreover, the only way to meet the long-term financial objective of the firm will be to be sustainable: the result must be positive for the shareholders and for the rest of stakeholders. But for this to work, greenwashing and socialwashing must be avoided; sustainability cannot be cosmetic and therefore must be verifiable. [ABSTRACT FROM AUTHOR]

The new 'Crea y Crece' Law explicitly recognizes European Long-Term Investment Funds (ELTIFs) as investment vehicles that can be set up, managed and marketed in Spain. This recognition is essentially a formal update of Spanish law, since this type of funds were already set up, managed and marketed in Spain. However, it comes at an important time for ELTIFs, given the imminent approval of a reform that will make its regulation more flexible and will promote this type of funds. This paper analyzes the current legal regime of ELTIFs, their future reform and the specific tax regime that exists for these funds in Bizkaia and Alava, in the absence of a special regime at national level. [ABSTRACT FROM AUTHOR]

This paper analyses the Bill for the Promotion of the Start Up Ecosystem in its application to the Spanish university environment. The work compiles previous regulations of the university entrepreneurship, establishing comparisons with the Bill under discussion. In addition, it focuses on the new entrepreneurship instrument introduced by this legislative proposal: the student start ups. Through the case study of the Argos Programme developed at the University of Santiago de Compostela, the opportunities offered by the new legislative proposal in terms of promoting university entrepreneurship are detailed. [ABSTRACT FROM AUTHOR]

In the negotiation or undertaking of Venture Capital and Private Equity transactions, a negative evolution of growth expectations, of liquidating investments, of access to the capital market or of finding investors, an unexpected negative event that substantially alters the bases of the transaction intended by the parties has a negative, direct impact at the time it occurs unexpectedly. The legal system provides for extinguishing remedies that allow for the "breach" of contractual obligations, thereby exempting the parties from the obligation to pay damages, such as: (i) material impossibility of fulfilling the obligation, (ii) unforeseen circumstances, and (iii) force majeure. In the absence of a regulation, and in response to several very deep economic crises, case law has developed the so-called "rebus sic stantibus" clause (similar to the "material adverse change" clause in the Anglo-Saxon world) as a remedy that does not extinguish, except in very exceptional cases, but rather for renegotiation, modification and adjustment of contracts. This paper addresses the definition of the elements and requirements that must be present in order to successfully invoke this clause before our Courts and Tribunals, or to configure it correctly in the appropriate contractual documents corresponding to Venture Capital and Private Equity operations. It represents the most recent and relevant cases to facilitate a better understanding of its importance and usefulness and explains how, fortunately, its application is becoming more flexible and spreading through the Courts and Tribunals, leaving behind the restrictive and exceptional use that this important resource has had when modifying and amending contracts under certain circumstances. [ABSTRACT FROM AUTHOR]

SPACs are listed shell companies that are created and raise capital through an initial public offering with the sole purpose of merging with a non-listed company so that, as a result of the transaction, the target company becomes listed in the stock exchange. This way, SPACs work as an alternative to the traditional listing methods (IPO and direct listing). Although in the last months there has been a slowdown in the creation of SPACs, during years 2020 and 2021 there was a real explosion of SPAC offerings, mainly in USA, giving rise to a phenomenon called as "SPAC-mania". In this context, the purpose of this paper is to study the origins and the functioning of SPACs and to analyze the way this kind of companies could operate under the Spanish corporate and securities market laws. [ABSTRACT FROM AUTHOR]

The participation of private equity & venture capital firms in the decision-making processes of target companies becomes a related-party transactions issue when two companies in which the same venture capital firm has an interest enter into a contract with each other and this contract is predicated on the significant influence and position that the venture capital firm has in their respective decision-making bodies. This paper will focus on providing detailed knowledge on the regulatory framework applicable to related-party transactions, as transactions that imply a conflict of interest and require the parties involved in the decision-making processes to observe certain duties of loyalty. [ABSTRACT FROM AUTHOR]

The purpose of this paper is to offer an overview of the incipient regulatory framework existing in Spain on cryptoassets, but, above all, of the important and expected "Proposal for a Regulation of the European Parliament and of the Council on Markets in Crypto-assets, and amending Directive (EU) 2019/1937". [ABSTRACT FROM AUTHOR]

This paper analyzes the different opportunities for venture capital in the field of business restructuring in a post-pandemic scenario. Specifically, it will address investment options in companies in which venture capital funds are already partners, as well as opportunities to participate in the restructuring of new businesses and to make such investments profitable through the instrument of credit capitalization. Additionally, the role of the venture capital funds in the face of the new Directive on preventive restructuring frameworks will be discussed. [ABSTRACT FROM AUTHOR]

The increasing economic importance of crowdfunding since the beginning of the present century, together with the legal problems that these transactions may give rise to, have determined the national regulations that were enacted during the second decade of the 21st century. In view of the progressive national regulatory fragmentation that was occurring in the European Union and the call by the legal doctrine, the authorities and the industry for a European legislative action, the Commission presented in 2018 a Proposal for a Regulation in this field. This paper analyzes the meaning and content of the corresponding rules finally approved: Regulation 2020/1503, that shall apply from 10 November 2021. [ABSTRACT FROM AUTHOR]

Nowadays, the business environment has developed non-banking financing alternatives especially adequate for Venture Capital, mainly for those technology-based companies, essential for any developed economy. With this, entrepreneurs seek for funds to finance their business activities whilst investors look for projects with interesting returns at medium term. In order to do so, it is especially important that they agree with the value of the startup. This paper realizes a theoretical review about valuation methods used for venture capital investments. [ABSTRACT FROM AUTHOR]

This paper aims to provide an analysis of the current general vision of the collective financing platform sector in general and, more specifically, of crowdlending platforms in Spain. To this purpose, the development of this financing tool is analyzed, as well as the legal framework and the main risks affecting it. It analyzes the influence of the crisis caused by Covid-19, its disadvantages and the competitive advantages that can be used to establish itself as an efficient financial tool, supporting the economic recovery of Spain. [ABSTRACT FROM AUTHOR]

This paper analyzes the different opportunities for venture capital in the field of business restructuring in a post-pandemic scenario. Specifically, it will address investment options in companies in which venture capital funds are already partners, as well as opportunities to participate in the restructuring of new businesses and to make such investments profitable through the instrument of credit capitalization. Additionally, the role of the venture capital funds in the face of the new Directive on preventive restructuring frameworks will be discussed. [ABSTRACT FROM AUTHOR]

Penalized Present Value (conceived as Net present value penalization with the risk involved) can be an interesting tool when assessing risky investment decisions. On the other hand, Decision Trees appears as a technique used by practitioners for the last decades. In this paper we combine both techniques in the analysis of a complex investment decision (more specifically, a real case study related to searching for new markets) and we reach satisfactory results. The proposed methodology can be seen as a complementary alternative to Real Options analysis. [ABSTRACT FROM AUTHOR]

Closely-held companies constitute an essential part of the business sector in Spain. Traditionally the minority shareholders have been subject to expropriation by the controlling shareholders, seeing their right to a return on their investment (dividend) diminished. By bringing into force the Article 384 bis of the Spanish Capital Company Law in January 2017 this situation seems to end. This paper does a study of the article analyzing the most significant strengths and weaknesses and suggesting some possible actions for the future. The most relevant conclusion is the one deduced from the paper's title when observing a law of the pendulum that will require future adjustments in the norm. [ABSTRACT FROM AUTHOR]

Thanks to its attractive returns the Private Equity has become a mainstream asset in the portfolios of institutional investors. Nevertheless, its illiquidity, alongside the investment volumes required and the administrative burden involved, make the access to the asset class difficult. In order to overcome these problems a number of Private Equity vehicles have been listed, allowing to gain access to the sector in an efficient way (though these vehicles are poorly known by the public). In this paper weanalyze the merits and the challenges of this Private Equity segment. [ABSTRACT FROM AUTHOR]

Directors' compensation is a particularly relevant subject today. This paper studies the difference between Directors' remuneration in the banks and in the equivalent positions in other sectors, as well as an analysis of the relationship between the ROE of the companies with the variable income of their Directors. This paper, using Spanish listed enterprises as a sample, clearly concludes that bank Directors' compensation is superior in all aspects except for allowances and that the ROEs are not related to the variable income, being this due more to other variables such as size or if it is a bank or not. [ABSTRACT FROM AUTHOR]

The real options models are a powerfull tool for valuating assets like patents, technologicals developments, intangles, strategies, and TBF or closed firms in development markets. Its theorethical foundations are based on the existences of completed markets and neutral risk valuation; the premises that are not verified on the valuation for the indicated assets class in emerging markets. The paper proposes a model that incoporates the risk preferences with isoelastics utility functions (CRRA) in the binomial model, dispensing of the risk neutral valuation concept. First the main notions are shown over: utility functions, risk aversion coefficients and isoelastic utility function. Then, the group of ecuations related to the model is developed, applying them over a biofarmaceutical project with secuencial options and at the same time, risk aversión coefficient's sensitivity analysis with the option value. Finally the main conclusions are shown. [ABSTRACT FROM AUTHOR]

The term FinTech refers to any financial activity that can be carried out through the use of technology. This encompasses a whole range of financial services, infrastructures and products, including crowdfunding platforms, payment services, crowd lending, automatic consultation and the issue of tokens. These may be reduced to four classic legal categories: the credit market, the stock market, the insurance market and payment systems. This paper analyses the legal framework governing the principal applications of FinTech. [ABSTRACT FROM AUTHOR]

Bitcoin, along with the rest of virtual currencies and the technology that develops them, Blockchain, remain as a great unknown both for society, and for the business and financial sector in Spain. Therefore, the present work tries to shed light on issues that mainly affect the reality of the phenomenon, its economic function and its legal nature, in an attempt to identify the intrinsic risks of virtual currencies, as well as their possible solutions within the framework of our legal system, in the absence of a European or Spanish regulation that regulates this booming sector. Indeed, a number of European organisms, including the European Central Bank and the European Banking Authority, have asked the European Commission and Parliament for a new amendment to the Money Laundering and Terrorist Financing Directive in order to combat cybercime, whose main measures are analyzed in the present paper. Last but not less important, we analyze the taxation of Bitcoin and the rest of the criptocur- * Este trabajo se enmarca en el Proyecto de I+D «Nuevos retos de los mercados financieros: la regulación del shadow banking, del capital-riesgo y las fintech, la protección del cliente y el intercambio de información con trascendencia tributaria» (DER2017-84218-C2-1-R), financiado por el Ministerio de Economía, Industria y Competitividad. 1 Véase AsociAción EspAñolA dE cApitAl, crEcimiEnto E invErsión: "Informe de actividad Ventura Capital & Private Equity", Madrid, 2017, pp. 9-10. Se puede consultar en la siguiente dirección Web: http://www.ascri.org/wp-content/uploads/2017/05/Informe-ASCRI-2017-1. pdf (Última consulta 8/10/2017). rencies, in order to give answers on this matter to investors who bet on this sector, being useful for a sector that, in the short and medium term, presents as a sector of strong growth, with important opportunities in businesses such as investments in, startups through ICOs, companies of the virtual currencies sector and Blockchain development companies. [ABSTRACT FROM AUTHOR]

In the aftermath of the 2007/2008 financial crisis, non-financial companies and households struggled with the credit crunch and the associated difficulties to get financing. This evidenced both the serious risks and limitations of a financial system excessively dependent on bank financing, and the need for alternative funding sources. Venture capital is undoubtedly one of the limited number of alternatives of non-bank financing and it has proven particularly relevant to support the growth of early and mid-stage SMEs and micro-enterprises for which it is hard to get financing via the capital markets and other non-bank sources. Public authorities have embraced venture capital as a significant financing source to fuel growth and job creation and have, to that effect, adopted over the last decade diverse measures to foster its development. This paper analyzes and reviews the measures that, both at regulatory and practical levels, have been launched in the European Union and Spain, a process still far from complete. [ABSTRACT FROM AUTHOR]

In this Paper we analyse the attractiveness of the investment in Microfinance Investment Vehicles (MIVs). To introduce the topic we describe the main characteristics of the MIVs and afterwards we review the previous scientific literature that supports the interest of these investment assets. In addition, we carry out an empirical test with the returns of 28 MIVs using different performance indexes, analyzing also the convenience of these indexes for this type of investment instruments. Due to the low levels of σ and β shown by the MIVs, the usage of performance indexes that apply a quotient penalization for the risk is not appropriate, while lineal indexes become more suitable. [ABSTRACT FROM AUTHOR]

Through Circular 4/2015, the CNMV has proceeded to modify both the Circular 7/2008 of 26 November, on accounting standards and confidential information statements of Venture Capital Management Companies (Sociedades Gestoras de Entidades de Capital Riesgo) (SGECR or SGEIC), as the Circular 11/2008 of 30 December, on accounting standards, annual accounts and confidential information statements of Venture Capital Entities (Entidades de Capital Riesgo) (ECR). This paper analyzes the main modifications and newnesses introduced in order to adapt both Circulars to the new regulations of the European Union on European Venture Capital Funds and European Social Entrepreneurship Funds contained in EU Regulations No. 345/2013 and No. 346/2013 of the European Parliament and of the Council of April 17, 2013. [ABSTRACT FROM AUTHOR]

This paper makes a review of the importance of cross competences for entrepreneurs and their successful entrepreneurship, and how Venture Capital and professional investor values competence profile when making their investment decisions. The main concepts and definitions in the literature, as well as a unifying, practical and functional proposal of the concept of cross competences are also reviewed, identifying those most relevant to the entrepreneur and the most valued by professional investors. Additionally, the status of top-level training programs, in universities and business schools, is analyzed in terms of the education of students, potential entrepreneurs, and major constraints and gaps are identified. [ABSTRACT FROM AUTHOR]

The valuation process of any asset is always complicated; and it becomes even more complex when trying to assess the value of a Company because of the multiplicity of variables to be taken into account. Although there are other techniques that provide interesting and relevant information about the value of the firm (such as multiples and ratios), from a theoretical point of view it is generally accepted that valuation on the basis of discounted cash-flows technique appears as the most accurate one. Such a technique requires, on the one hand, the estimation of the expected cash-flows of the firm; and, on the other hand, the required rate of return for those free cash-flows. When talking about the last item, Financial Theory provides different tools which make it possible to measure the risk involved in the investment, and consequently, to estimate the risk premium that can be gained for the same risk in the market. And in relation to the expected cash-flows, practitioners usually use forecasting techniques in order to work out the forecasted financial statements from which the dividends that the company will pay can be obtained. The problem relies on the fact that it is not easy to do long term projections, and this is why it is very common to do the aforementioned process for a short term horizon (most accurate estimation period) and summarize what is expected to happen after that moment in the commonly known as "continuing value" (which often involves some complex calculations based on different growth hypothesis). In this paper we present a simple case study in which different scenarios are proposed in relation to the expected growth for the future cash-flows of the firm, which allows us to do a sensitivity analysis of its market value related to variables that are difficult to forecast properly. [ABSTRACT FROM AUTHOR]

The economic crisis shows the danger for the companies financing, of relying too much on banks. In this context, the aim of the research is to analyze alternative forms of business financing. In particular, venture capital and crowdfunding. The paper contains a comparative study USA/Spain of the relationship between the two funding mechanisms contractual, and their need from symbiosis. [ABSTRACT FROM AUTHOR]

This paper presents a model to calculate the capacity of a firm in difficulty rebuilding value. Methodology combining Participatory Action Research (PAR) with Delphy method to give the "Corporate Reorganization Model" applicable to correct and plan the development of each target company, composed of twelve variables, four of financial focus and epicenter was employed this document, which lead to define the ability of the company to generate value. The main conclusion is that it could propose a model for the potential of distressed companies rebuilding wealth, thus allowing recommend using it by entrepreneurs in order to improve and validate empirically. [ABSTRACT FROM AUTHOR]

This paper first analyzes how to perform a financial planning model that adequately reflects the stabilization of the key variables in a fundamental valuation. Subsequently it explains three techniques (sensitivity analysis, disaggregated valuation using cash flows and disaggregation of valuation using residual operating income) that can help the analyst to explain the results of their work by incorporating a greater informational component in the outcome of the valuation. [ABSTRACT FROM AUTHOR]

The paper shows a valuation model integrating scenarios technique, real option theory and sensibility analysis for a start-up investment, mainly in high tech firms (HTF). The proposed model is a suitable alternative for these kinds of projects since: (a) It uses the scenarios technique for estimating the displaced volatility because of the inexistence of mimic financial assets; (b) it allows forecasting negative values for the project because the model gives up the lognormal process, a key aspect in the abandon decision; (c) it permits sensitivity analysis using the displaced parameter and volatility. [ABSTRACT FROM AUTHOR]

This paper emerges from research "Feasibility of financing in the stock market for PYMES in the health sector of the city of Santiago de Cali", considering that this source provides better conditions for traditional was necessary to establish the characteristics of PYMES likely to participate in the stock Market, the knowledge of their owners and managers on it and their willingness to enter this market, as set entry requirements and compliance level to enter the stock market. The methodology used was Participatory Action (IPA), as constructed from the perspective of employers, employees, experts in the Colombia Stock Exchange and researchers. There is evidence that the stock market is designed for a select group of companies that have an organizational structure in line with global realities, but the Colombian realities. [ABSTRACT FROM AUTHOR]

Crowdunding is an alternative source of financing business projects developed within the "information society" services' environment. This alternative intermediation system of commercial or financial nature allows testing of new business projects and products or services being traded. This paper analyzes the regulation of this emerging phenomenon in the international scene, in particular, in the territory of Spain. Turning to the Spanish regulations related to the platform establishment place and electronic contracts; and pinpointing the various e-commerce relationships that take place in and through the platform. Especially the latter are analyzed. Finally, this work evaluates the codes of conduct and alternative dispute resolution methods such as systems that provide legal security to allow crowdfunding operations worldwide. [ABSTRACT FROM AUTHOR]