We advise companies, business owners, investors and industrial and financial groups on mergers and acquisitions (M&A), on the sale and purchase of companies, shares, quotas —the “participaciones” of a Spanish limited company—, assets and business units, and on strategic alliances and joint venture transactions. More than 150 transactions have taught us that a deal is not measured solely by reaching signature. The aim is to complete a transaction that is legally sound, economically coherent and capable of meeting, after completion, the expectations that led the client to contemplate it.
We understand each transaction as a strategic process and not as a mere succession of legal documents. Before the transaction is structured it is necessary to understand the business, to identify the client's objectives, to detect the risks and to anticipate the matters capable of determining whether the transaction succeeds. That way of working allows us to accompany the client from beginning to end with an overall view and direct dialogue with the lawyers handling the matter.
Strategy and preparation of the transaction
A well-structured transaction begins long before the sale and purchase agreement is signed. At the initial stage we analyse with the client the economic purpose of the transaction, the most appropriate legal structure, the foreseeable risks and the conditions that will have to be satisfied in order to achieve the result sought. We advise both buyers and sellers on the preparation and organisation of the process. This work covers the negotiation of letters of intent, offers, confidentiality and exclusivity agreements and other preliminary documents, the definition of the perimeter of the transaction, the preliminary corporate steps and the analysis of the legal, tax, regulatory and competition implications that may prove relevant.
Where the matter is a sale process, we are also involved in organising it legally, including competitive or auction procedures. We prepare the company and the documentation needed to approach the transaction with the greatest possible certainty and efficiency. Our knowledge of commercial and company law and of property and contract law takes on particular importance at this stage. Acquiring a company or a business necessarily entails analysing corporate, contractual, proprietary and security relationships, a proper understanding of which may prove decisive in structuring the transaction and protecting the client's interests.
Due diligence
Due diligence is one of the essential stages of any M&A transaction. Its purpose is not merely to identify contingencies, but to assess their real significance for the transaction and to determine how they are to be reflected in the structure, the price, the guarantees or the terms of the contract.
In purchase transactions we analyse the legal position of the company, the business or the assets being acquired, with particular regard to its corporate structure, relevant contracts, assets, financing, guarantees, litigation, contingencies and any other matters capable of affecting the decision to invest or the terms of the transaction.
In sale processes we advise the client on the preparation of the information and on the prior identification of the matters the buyer may examine, which makes for orderly management of the process and allows possible obstacles to the transaction to be anticipated.
Our aim is for the legal review to give the client information that is useful for taking a decision. Due diligence must make it possible to distinguish between a merely formal contingency and a risk genuinely capable of affecting the value, the structure or the viability of the transaction.
Negotiation and formalisation
Once the structure of the transaction has been defined and the review stage completed, we take part in negotiating and drafting the agreement for the sale and purchase of shares, quotas, assets or the business —the Share Purchase Agreement or SPA, where appropriate— and the remaining documentation needed for its formalisation.
We pay particular attention to the clauses that determine how risk is allocated between the parties, such as those on price and adjustment mechanisms, representations and warranties, indemnities, limitations on liability, conditions precedent, payment guarantees, pre-completion and post-completion obligations and dispute resolution.
Where the continued presence of different shareholders after the transaction so requires, we negotiate and draft shareholders' agreements intended to regulate the governance of the company, majorities, economic rights, the transfer of quotas, exit mechanisms and the arrangements for preventing and resolving deadlock situations.
Completion and subsequent steps
Our work does not end at signature. We work alongside the client in satisfying the conditions required for completion, in implementing the corporate resolutions, in formalising guarantees and in carrying out the steps arising from the transaction. After completion, we continue to advise on the performance of the obligations assumed by the parties, on the corporate matters connected with the new structure and on any issues that may arise during the integration stage or in the performance of the agreements reached.
This continuity is particularly valuable where we already know the company and the economic rationale of the transaction, because it makes it possible to respond quickly and to maintain consistency between what was negotiated, what was formalised and how it is subsequently applied.
International transactions
Our experience comprises more than 150 transactions carried out in Spain or with an international component. The latter have involved companies, investors or assets located in Europe, Asia, the Middle East, the Americas, Africa and Oceania. We have taken part, among others, in transactions connected with India, China and Hong Kong, Saudi Arabia, Bahrain, the United Arab Emirates, Turkey, France, the United Kingdom, Germany, Portugal, the Netherlands, Luxembourg, Austria, the United States, Canada, Mexico, Morocco and Australia.
International transactions call for a particular capacity for coordination. The coexistence of different jurisdictions, business cultures, timetables and advisers makes it necessary to maintain an overall view of the transaction and, at the same time, to keep precise control of each of its stages.
We also maintain lasting relationships with professionals specialising in the non-legal aspects of transactions, including financial and technology advisers and suppliers of tools for the secure management of information and of review processes.
