David Rovira

Lawyer

David Rovira graduated in law from the University of Barcelona in 1992 and went on to complete his training, on a scholarship from a law firm, with a master's degree in business law at Universitat Pompeu Fabra. He holds an Executive Development Program from ESADE Business School and obtained the “Diploma de Estudios Avanzados” and research proficiency, the qualifications awarded on completing the research stage of a doctorate. He has contributed to articles and specialist publications on company law and has also taught commercial law at the Col·legi d’Economistes de Catalunya, the Catalan association of economists, and at institutions such as ESADE, ISDE, Universitat Abat Oliba CEU and EADA.

Over more than thirty years in practice he has spent much of his career at PwC, Deloitte and Cuatrecasas, concentrating his work on corporate and commercial law and, very particularly, on mergers and acquisitions. He has led and taken part in numerous domestic and international acquisitions and sales of companies and assets, due diligence processes, corporate restructurings and joint ventures, and has also acted on financing and refinancing transactions.

His practice combines transactional advice with ongoing support to companies, corporate groups and investors in their corporate and strategic decisions. He has acted, and continues to act, as standing legal adviser and non-director secretary (secretario no consejero) of domestic and multinational companies, including financial institutions, and has served as non-director secretary of the boards of two banks. He also advises private investors on transactions and decisions of particular importance to their assets and businesses. He currently practises at Alburquerque Abogados, where he brings long experience in complex corporate transactions, corporate governance, commercial contracts and acquisition, investment and corporate reorganisation processes.

Practice areas

Publications

Mergers and acquisitions

An acquisition may require several regulatory controls before it can be closed

One and the same acquisition may be subject simultaneously to several public controls before it can be closed. Beyond the agreement between buyer and seller, certain transactions must clear merger control, the foreign investment regime and, where applicable, the new control of foreign subsidies distorting the internal market. These are not alternative regimes, but cumulative ones with different rationales. The practical result is that a sale and purchase may be perfectly agreed between the parties and yet be incapable of being completed until certain authorisations have been obtained or the corresponding regulatory procedures have concluded. Integrating these controls into the contractual structure from the outset is essential in order to manage timetables, risks and, ultimately, the viability of the transaction itself.

Buying a company in Spain as a foreign investor: when the transaction requires administrative authorisation

Not every acquisition of a company in Spain can be treated as a purely private transaction between buyer and seller. The investor's identity, its country of residence or of beneficial ownership, the target company's sector of activity, the nature of the assets acquired and the degree of control sought may trigger mechanisms for the supervision and prior authorisation of foreign investment. The “Ley 19/2003 sobre movimientos de capitales” —Law 19/2003 on capital movements— and its implementing regulations, together with specific sector-based regimes, have built a system in which certain foreign direct investments are subject to suspension of the liberalisation regime and to administrative authorisation. Identifying this issue at the initial stage of the transaction is essential, because it may determine the signing, the closing, the conditions precedent and the parties' cooperation obligations.

How merger control is changing and what it may mean for an M&A transaction

Merger control has ceased to be an almost mechanical exercise in comparing market shares and has become a far more sophisticated analysis of how a transaction may alter future competition. Competition law still starts from turnover and market-share thresholds, but the authorities have widened their focus to matters such as potential competition, innovation, access to strategic assets, effects on related markets and the capacity of an acquisition to modify the competitive structure in the medium and long term. For buyers and sellers, identifying competition risk at an early stage is no longer a formality: it may determine the timetable, the contractual documentation, the allocation of risk and, ultimately, the very viability of the transaction.

The price of a company cannot always be fixed at signing: locked box, completion accounts and earn-outs

In the sale and purchase of companies, the price is rarely a static figure fixed once and for all at the moment of signing. The initial financial valuation, based on assumptions as to debt, cash, working capital and results, does not always match the amount that the buyer must ultimately pay. To manage this uncertainty, practice uses various contractual mechanisms for determining and adjusting the price, chief among them locked box structures, adjustments by means of completion accounts and earn-outs. What is apparently a financial question becomes a central part of the contractual architecture of the transaction, with direct implications for the allocation of risk, for the definition of economic concepts and for the potential for subsequent litigation.