+34 93 218 40 00 info@gimenez-salinas.es

Lawyers Specialized in Mergers and Acquisitions (M&A)

We have a team of lawyers with a very solid experience in Mergers and Acquisitions

The members of our M&A legal team are experts in planning and executing mergers, acquisitions and other related transactions.

Thanks to our experience acquired through numerous transactions, we can advise our clients on all M&A legal aspects in an effective manner, seeking solutions to overcome any problems that may arise and assisting our clients in the negotiations with the counterparty.

“Since 1941 advising clients in the area of M&A”

EXTENSIVE LEGAL EXPERIENCE

We have been providing legal advice and support to companies, individuals and institutions on corporate matters for more than 78 years. We apply our extensive legal experience to all our cases.

MULTIDISCIPLINARY TEAM

Over all these years we have handled hundreds of cases in many different sectors and areas of law. We have a highly qualified multidisciplinary team of lawyers.

PERSONALIZED APPROACH

We work alongside our clients allowing them a direct line to the lawyers who handle their affairs and provide a personalized approach to each case.

M&A LEGAL ADVICE

We have participated as lawyers in numerous acquisitions, mergers and other related transactions, providing our clients comprehensive advice in areas such as corporate, tax, employment, litigation, competition, etc. We are familiar with the most common M&A challenges and we can offer our clients effective solutions and anticipation.

Our attorneys have extensive experience advising both, buyers and sellers, they understand the needs of both, our client and the counterparty, and provide effective advice and solutions to complete each transaction.

For acquisitions involving various countries, we have our network of associated law firms, GBL ALLIANCE, which allows us to execute transactions in multiple jurisdictions throughout our associated law firms.

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M&A TRANSACTIONS

We have advised entrepreneurs, companies and groups of companies, investors, venture capital and management teams in numerous M&A transactions.

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Mergers, spin-off and restructuring

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Sale and purchase agreements, LBO (Leveraged Buy-Out), MBO (Management Buy-Out), etc.

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Assets and ongoing concern transactions

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Distressed M&A

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Acquisitions in bankruptcy and pre-bankruptcy situations

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Start-ups (seed capital and subsequent rounds)

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Advice to family business groups

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Joint-Ventures

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PLANNING

In Spain, acquisitions are commonly structured through the purchase of shares (if the acquired company is a “Sociedad Anónima”), quotas (if the acquired company is a “Sociedad Limitada”) or through the purchase of assets or the ongoing concern existing in the selling company.

As there are numerous options and alternatives to structure the acquisition of a company depending of the nature of the transaction and the needs of the parties, a preliminary analysis, both legal and fiscal, is essential to determine the most appropriate and efficient structure for each transaction. We advise clients and help them determine the structure that best suits their transaction, also integrating and coordinating the financial and strategic aspects together with the clients’ financial and business advisers.

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INITIATING A TRANSACTION

It is essential starting an acquisition on the basis of a common understanding between the parties and with the necessary confidentiality provisions. We provide advice from the very beginning and draft the documents required to initiate the transaction (letter of intent, confidentiality agreement, etc.).

ARE YOU PLANNING A MERGER, ACQUISITION OR COMPANY REORGANIZATION?

We can advise and support you throughout the process.

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DUE DILIGENCE

We have a multidisciplinary team of lawyers with extensive experience in conducting due diligence for the acquisition of companies and assets, covering the corporate, commercial, tax, labor, administrative, competition and litigation areas.

When our client is the seller, we help in the preparation and management of the data room for the buyer’s due diligence.

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NEGOTIATION

We support our clients with the negotiation process, setting clear objectives with the client, being actively involved in the negotiation and providing added value throughout whole acquisition process in order to achieve our client’s objectives.

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SALE AND PURCHASE AGREEMENT

We draft the sale and purchase agreement and all related legal documents based on the transaction structure and the agreed terms (shareholders’ agreements, family protocols, non-competition agreements, incentive plans for retention of strategic managers, earn-outs, purchase and sale options, licenses, leases, etc.). Thanks to our extensive experience in M&A and to our multidisciplinary team, we can cover all the aspects to carry out the transaction effectively.

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CLOSING AND POST-CLOSING

We advise our clients throughout the whole transaction process, including the execution of the purchase and sale agreement and all other related agreements, obtaining any necessary authorizations, liaising with the notary public and carrying out any required filings, including the foreign investments report. We prepare the resolutions for the replacement of directors and any other modifications of the bylaws of the target company and file them with the companies’ registry.

You can also contact us by phone, email, or visiting us at our headquarters in Barcelona and Madrid.

 

+34 93 218 40 00

info@gimenez-salinas.es

CONTACT AN EXPERT

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“One of the characteristics that defines us is that of offering our clients a personalized service, our clients are informed on every stage of their cases and have a direct relationship with the lawyers or attorneys who handle their affairs.”