Madrid
We advise and intervene in business sales and corporate development transactions, including acquisitions, fusions, divestitures and corporate restructurings, either for industrial or financial operators, both in national and international operations.
Our M&A/Corporate team includes professionals who are specialized in the different areas of law related to each type of transaction (tax, commercial, corporate, labor, regulatory, real estate, etc.), acting jointly and in coordination under the sole direction of the partner of the firm who is the client's interlocutor, in all the stages necessary for the closing of the transaction:
- Tax: we analyze and review the tax situation of the companies included in the transaction with the objective of detecting possible tax contingencies and inefficiencies, then accompanying the client throughout the process of providing, studying and reviewing documentation.
- Commercial/Corporate: in the legal review, we elaborate or review the check-list and the relevant Q&A (questions&answers) about each point or matter that requires clarification in order to perfectly contrast the information and knowledge of the matter.
- Labor: in an illustrative way, we analyze the salary receipts in order to verify their legality and compliance with the collective bargaining agreement, the company's remuneration policy and structure, the organization chart, the possible existence of individual or collective agreements, as well as the workers' legal representation entities and the study of litigation in this labor area with an analysis of the main lawsuits in progress. We pay special attention to service contracts with self-employed workers. We also analyze the correct compliance with Social Security regulations.
For the rendering of these services, the Firm provides the client with its own corporate VDR (Virtual Data Room) service.
- Fiscal: we get involved into the fiscal structuring of the processes of acquisition, sale and restructuring of business groups in order to minimize the costs associated with the direct and indirect taxation of the operations. We advise on the elaboration of sale and purchase agreements and we design the remuneration structures of the Directors and mechanisms to ensure the permanence of the Management after the acquisition of the company.
- Commercial/Corporate: we provide contractual legal advice at all stages of the transaction. Representation of the client's interests in the process of contractual negotiation of the purchase and sale, from the Agreement of Intentions (LOI), principles of agreement (term sheet, MOU, HEADS), and subscription of private contracts that include the agreements and exact terms of the purchase and sale (SPA), to the formalization of the transaction at the Notary Public's office. In corporate restructuring processes, we provide advice and prepare all the necessary corporate documentation for the public registration of the transaction and its inscription in the pertinent registries.
- Labor: we advise on ways of hiring and remuneration policy of the company's management, both for the members of the administrative bodies as well as for the senior management or key personnel of the organizations. We also study and implement incentive policies for the permanence of key personnel of the organizations.
