M&A · TRANSACTIONS

• Legal, tax, employment and financial due diligence on the target company, for buyers (buy-side) and sellers (vendor due diligence).
• Review of corporate, contractual, real estate, intellectual property, data protection, regulatory compliance and litigation matters.
• Executive reports that rank the risks found, assess their impact on price and recommend contractual protection: representations and warranties, indemnities, retentions or escrow, and warranty and indemnity (W&I) insurance.
• Virtual data room set-up and coordination with auditors, financial advisers and insurers.

• Share deals and asset deals, including the transfer of business units and going concerns.
• Competitive and bilateral sale processes: non-disclosure agreements, letters of intent, binding offers, exclusivity and term sheets.
• Negotiating and drafting the share purchase agreement (SPA): price mechanisms (locked box, completion accounts, earn-outs), conditions precedent, representations and warranties, and the liability regime.
• Shareholder entries and exits, management buy-outs, joint ventures, strategic alliances, shareholders’ agreements and succession transactions in family businesses.
• Regulatory clearances: merger control before the Spanish Competition Authority (CNMC) and prior authorisation of foreign direct investment (article 7 bis of Law 19/2003 and Royal Decree 571/2023).
• Signing and closing, execution before a Spanish notary, and post-acquisition integration on the corporate, contractual and employment fronts.

• Mergers, full and partial demergers, hive-downs (segregaciones), global transfers of assets and liabilities and conversions, both domestic and cross-border, under Royal Decree-Law 5/2023, which has governed structural modifications of Spanish companies since 30 June 2023.
• Group reorganisations, holding company structures, contributions in kind and share-for-share exchanges.
• Tax planning for the transaction and application of the Spanish corporate income tax neutrality regime (articles 76 to 89 of Law 27/2014), which requires the transaction to be driven by valid business reasons.
• Transaction plan, reports, shareholder resolutions, protection of shareholders, creditors and employees, public deed and registration with the Commercial Registry.

• Negotiating refinancings, amendments, waivers and new bilateral or syndicated facilities with lenders.
• Acquisition finance and security packages.
• Restructuring plans under Book Two of the Spanish Insolvency Act (consolidated text), as reformed by Law 16/2022: notice of the opening of negotiations, negotiation with creditors and court sanction of the plan.
• Distressed M&A: buying and selling companies and business units in pre-insolvency or insolvency situations, supported by our Litigation and Insolvency practice.

• Business valuations and capital structure analysis.
• Business plans and financial models for investors and lenders.
• Support in finding buyers, investors or funding and in negotiating the commercial terms of the deal.
• Analysis of the deal’s financial viability and tax impact.

This service consists of advice to companies on capital structure and on mergers and acquisitions. It does not include investment services or advice on financial instruments.

• Start-up incorporation and structuring, shareholders’ and founders’ agreements: vesting, lock-up, non-compete, drag-along and tag-along clauses.
• Funding rounds (pre-seed, seed, Series A and beyond): term sheets, investor due diligence, capital increases, convertible notes and participating loans.
• Investment by business angels, venture capital funds and corporate investors.
• Team incentive plans: stock options and phantom shares.
• Accreditation as an empresa emergente (start-up) by ENISA under Law 28/2022 on the promotion of the start-up ecosystem, to access its tax and corporate benefits.
• ENISA participating loans of €25,000 to €1,500,000, with no collateral, no equity stake and up to two years’ grace period: we prepare the application and the supporting corporate documents.
• Divestments and exits for founders and investors.