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.

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.

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.

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.

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.