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Corporate Restructuring Services in Spain

Understanding spin-offs, mergers and corporate segregations in Spain

How can a lawyer help me?

Robust legal advice is critical when embarking on any Corporate Restructuring operation. The first port of call should be an exhaustive Due Diligence process led by a legal expert.

 

At Lexidy LegalTech Boutique we will ensure the following: 

 

  1. Ensure that the shareholder has the appropriate information to cast its vote on a transaction of great legal and economic relevance.

 

  1. Ensure that the merger is duly justified and is consistent with the corporate interest.

¨We will be with you each step of the journey.¨

 

What is corporate restructuring?

As a company grows and evolves, it may need to alter the way is structured and set up to do business. This is becoming increasingly common as businesses have easier access to a global customer base and lower barriers to entry or their products and services. However, the benefits of globalization often require a company to adapt to new situations.

 

Structural modifications or corporate restructuring operations often refer to matters that affect how the company’s assets or personnel are organized. The most important are actions that transform a business, such as mergers and company spin-offs. 

 

Mergers and spin-offs are common for companies that are buying or transferring businesses and these are common forms of corporate restructuring when a company is the subject of a takeover.

 

 

 

The following table defines and explains the various types of corporate restructuring in Spain

 

 

CONCEPT

EFFECTS

MERGER

A legal transaction that occurs when two or more companies combine their shareholders and assets into a single company. This may be a new or a surviving company.

A merger transfers the assets and liabilities of one or more companies to the receiving company. This may be the acquiring company or a new one may be formed for this specific purpose. This is called a  “newco”.

This involves the delivery of shares and sometimes a fee to the shareholders of the companies that transferred their assets.

The company that transferred its assets is dissolved.

SPIN-OFF

A Spin-off is the division of a company into two or more new or pre-existing companies. The shares are distributed among the shareholders of the initial company.

There is a precise distribution of the assets and liabilities.

 

The company shareholders will receive the shares in the spin-off company.

SEGREGATION

A segregation involves transferring one or more parts of the assets of a business to one or more companies. 

The segregated company receives shares in the company benefiting from the transaction.

What are the requirements?

The transfer and/or acquisition of companies through a Corporate Restructuring process requires a more robust approach than a transaction via sales and purchase agreement. The process is as follows:

1. The target company’s assets and liabilities are transferred to the acquiring company by means of “universal succession”. In other words, the assets are transferred in a single event rather than a host of separate, individual transactions for each right and liability. Universal succession gives the third party legal certainty.

2. In acquisitions through a Corporate Restructuring, the standard practice is to offer the shareholders of the target company the possibility of joining the acquiring company. Here, the shares of the acquiring company are allocated to the target company’s shareholders as consideration. This integration of shareholders from the acquired company into the acquiring company is based on the principle of continuity of shareholding.

3. In a corporate restructuring, the transaction must be registered with the Commercial Register for the assets, liabilities, business rights and obligations to be transferred. This is unlike contractual acquisitions where the delivery occurs when the deed of sale is executed.

Our Story

We are a department formed by qualified legal experts who have been trained in the field of corporate law. We work on these requests every day and it’s our passion. For us, Lexidy is a way of life and what excites us the most is to be able to deliver the happiness and satisfaction of a successful process. We want to help you achieve your goals and dreams.

Héctor Lopez Vazquez

Head of Corporate Department

Madeleine Cadwell

Paralegal

Marta Ametller

Paralegal

Samuel Ortega Vega

Lawyer

Client’s stories

Lexidy Legal Tech
4.9
Based on 437 reviews
Declan Ryan
Declan Ryan
20:48 01 Jun 22
The Lexidy team is uniquely positioned to provide pan-European business and tax advisory services; what would be complex or impossible for a country-specific advisor is straightforward for Lexidy. They answered in days what would take weeks for other firms.
D
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17:31 24 Apr 22
I’ve dealt with hundreds of solicitors through business over the years but I must say Cristina and Lexidy Law are really something special. Responsiveness, proactiveness, knowledge and professionalism is, quite frankly, outstanding.M.
Signore Raffaele
Signore Raffaele
12:53 07 Sep 21
The service I have received from Hector has been extraordinary.He has helped me opening bank accounts, managing my NIE and setting up my company's branch in Spain.I am very grateful for the help and the exceptional treatment and management.I won't hesitate to contact him again for any other business I may need.
dawei2010
dawei2010
16:12 08 Apr 21
Our company engaged Lexidy Law Boutique to help pursue our monetary claim against a former business partner registered under Spanish jurisdiction. They provided a professional work and our claim got enforced even before it was expected. We will be happy to engage them anytime in the future for any civil law related matters and I can only recommend their services.
dk impprojects
dk impprojects
15:37 22 Feb 21
Lexidy law boutique services are very prompt and responsible, they created my business company in barcelona, spain. I received very good response from Maximiliano Agazzi for my residence permit issues. I am very much happy with Lexidy law boutique services.
Tom Elliott
Tom Elliott
11:44 18 Feb 21
Very helpful getting my business off the ground quickly and easily and affordably! Best of all, they speak English!
Dan Centinello
Dan Centinello
14:26 19 Nov 20
Let me start by saying that I normally do not write reviews - and I am often skeptical of the authenticity of the ones that are left. However, I feel like this law team has earned it and here's why...I am the type of person who will do endless research & contact several people before making a decision. I did the same when looking for a Spanish law firm that would be able to quickly handle my immigration matters and, most recently, help me with my leasing agreement for my apartment.They are extremely responsive (replying within a couple of hours of my messages) and even after office hours.Maximiliano, in particular, has been exceptional. He put a lot of effort to understand all the details of my situation so he can find the best solution.It was quickly evident that he understands that not all people have the same immigration situation and was going to tailor a solution specific to me.What impressed me most though was how he was thoughtful enough to make sure that his immigration solution did not impact my tax or business situation adversely. His focus on the big picture, while not missing the important small details is one of the main reasons why I felt compelled to write a review.Lastly, Max even made himself available during the time I was crossing the border, just in case I had any issues.With all this being said, I have worked with many lawyers in the past - many simply look for "a solution", but the great lawyers look for the "best solution". Everyone I have interacted with thus far at Lexidy seems to understand the latter. I feel very fortunate to have come across them in my research.I know how stressful it can be, especially when dealing with immigration issues. So, I hope this helps others out there that might be in the same situation I was in.
Michael Sandoval
Michael Sandoval
16:44 19 Oct 20
I have had the pleasure to work with a lot of Lexidy's departments. Working with Max Aggazi Paulet to achieve everything needed for my residency was incredible. he help endlessly until everything was accomplished. Soon after i began working with their Real estate department. It has been a journey and they have stuck with me every step of the way. They have gone beyond the scope of their duties to help my dreams of purchasing a property in Spain come to fruition. I would like to thank Alejandro Cano and Jordi Aranda for for everything. Last but not least through the entire Process I have had the absolute pleasure to work with Camila Broderson. She is a Gem. She has guided me in every step to work on opening my LLC in Spain and has also gone beyond the scope of her duties to assist and be available at any time. I plan to continue to work with team at Lexidy and would highly recommend them to everyone. Thank you Lexidy team for everything that you have done so far! I look forward to continuing our partnerships and friendships!
Swapnil Sai
Swapnil Sai
09:45 06 Jul 20
I feel compelled to write this review after my correspondence with the team at Lexidy Law Boutique. This is certainly a law firm with a difference which is devoted to its clients. They attended to all my needs and queries with utmost diligence and professionalism. A truly outstanding and accommodating team that would go out of its way to help its clients. They did more than just exceed my expectations. They have set up a service standard that I am afraid other firms may not be able to match! They have become my go-to legal advisors. My case was fraught with complications and they patiently unraveled those until I had clarity and peace of mind. They are a firm with a heart that I am deeply thankful to.
Petra Ahmann
Petra Ahmann
10:21 17 Jun 20
Lexidy assisted me with my residency visa in Spain, helped me set up a bank account, and attended appointments with me. Overall it was a smooth experience, and better priced than other firms.
Alexander Hohne
Alexander Hohne
18:44 15 Jun 20
I have had an amazing experience with Lexidy not only successfully obtaining my first two residency visa applications but also with the setting up of my two businesses. I can highly recommend this young and dynamic team.
Payam Agha
Payam Agha
13:18 25 May 20
I'm a non-EU Entrepreneur, and I'm in the process of setting up my business in Spain, and It's my pleasure to write a review for lexidy. The team are truly dedicated, they kept me informed and guided me as required.Camila diligently guided me through the process of setting up my project, and it's legal structure in Spain, and set up all the necessary tax and company registrations.Max's attention to detail and relentless determination ensured a favourable report issued by the Economic and Trade Commission of Spain in Sydney.If you are looking for a law firm in Spain, then I have no hesitation in recommending Lexidy for a fast, friendly and efficient service.
Duncan Campbell
Duncan Campbell
17:32 21 Nov 17
Fede and his team at Lequidy were incredibly responsive to an urgent legal issue that my business faced, and dealt with the problem efficiently outside of office hours. Highly recommended.
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