Merger & Acquisition Services in Spain

Get the right advice for your corporate transaction

 

Our corporate lawyers will guide you through the process step-by-step.

How can a lawyer help me?

The presence of a lawyer is recommended throughout the process, especially during the preliminary phase of negotiation and company or share valuation.

At Lexidy LegalTech Boutique we count on professionals with the technical expertise and legal knowledge necessary to evaluate the Annual Accounts, Commercial, Tax and Accounting documents in order to guarantee the buyer that there are no hidden surprises when buying or merging with a business.

From drafting of the Letter of Intent to the finalizing a Sales and Purchase Agreement through to Due Diligence, our team of lawyers will take care of the whole process so that you can focus on what is important, your business and its success.

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

 

Why would I consider mergers and acquisitions for my business?

One of the surefire ways to grow your business is to be bigger. Size gives a company scale of economies, broader reach, deeper expertise and new opportunities. Growing a business organically can take time and, if your maket is particularly competitive, a rival could seize market share and squeeze your options. 

 

Many turn to mergers and acquisitions to grow their businesses in Spain and for good reason.

 

Spain is one of the European countries with the most stable and sustained economic growth over the past five years. It’s metropolitan cities have led that growt the gross domestic product growing around 19% in the capital Madrid and by 18% in Barcelona, since 2017. It’s a country with excellent human capital, strong integration with the EU and it’s single market but has the added flair of being culturally and linguistically tied to Latin America.

 

Following Madrid’s and Barcelona’s growth, there is high interest in investing in or even acquiring companies based throughout the country. So one of the first questions that many of our clients ask themselves is, “How do I invest in a Spanish company?”

 

The process begins with negotiations with the shareholders of the company. These talks explore whether a sale is possible and if so, how a deal can be struck. Typically, after reaching an agreement, a formal offer is made by means of a Share Purchase Agreement which, if accepted, has to be formalized before a Notary.

What are the requirements?

The only requirement is to be at least 18 years old and have an NIE or DNI number.

 

However, it’s important to ensure that you have the right legal guidance to support you with significant business decisions like buying or merging with a company. This is no more important in situations where you choose to buy a company via Power of Attorney or if the company executing the purchase is an overseas company. 

 

At Lexidy, our lawyers will ensure that our client gets the legal protection they deserve. This means exploring everything, even common assumptions like the legal qualifications of the buyer’s/seller’s legal representatives and whether they are appropriately authorized.

What’s the Merger & Acquisition Process?

Lexidy’s lawyers accompany you through the entire process. Each deal is unique and requires a tailored approach but generally, it’s as follows: 

 

  1. Initial negotiations with the seller to establish a sale price.
  2. A lawyer will create a Letter of Intent where the parties agree to execute the transaction before a pre-determined date and the key details are outlined. During the early stages, it’s vital to consider the shareholders’ pre-emptive acquisition rights for Limited Liability Companies.
  3. The value of the shares to be acquired should be included in the Letter of Intent, if possible. This is important because most companies have a higher value than the registered Share Capital and these shares are usually at a premium. 
  4. Due Diligence follows with the goal to clarify the company’s economic viability, whether it’s investable and if they are any third party debts. This helps to measure the company’s true value.
  5. If the client is satisfied after seeing the full picture, the Share Purchase Agreement is signed.
  6. The Management Body can be modified if necessary, along with the corresponding amendment to the Articles of Association.

This table shows the general features of Spain’s various types of M&A deal.

Transaction Type

General features

Purchase of shares

  • Company owner’s Shares are transferred.
  • No special regulation of the sale and purchase process.
  • No ownership change of assets, rights, obligations and other company elements.

Purchase of assets and liabilities. Also known as an asset deal.



  • Transfer of assets and, where appropriate, liabilities expressly chosen by the parties. Labour and Tax are exceptions.
  • No specific regulation of the purchase process.
  • Ownership change of rights and obligations transferred. Relevant for tax, regulatory and labor purposes.

Structural modifications. These include mergers, spin-offs and global transfer of assets and liabilities.



  • Transfer by universal succession of all assets of the transferred company or economic unit.
  • Process is regulated by Structural Modifications Act.
  • Ownership change in the transferred assets.

 

Frequently Asked Questions

Yes. However, it’s important clarify that this is Tax ID number and not a residence permit. A NIE is a Tax ID number.

Absolutely. No company should embark on a corporate M&A transaction without conducting thorough Due Diligence. At Lexidy Legaltech Boutique we highly recommend that any business immersed in a corporate transaction should appoint a lawyer to support them. An experienced lawyer will ensure that the target company does not have any outstanding debts or open, ongoing legal proceedings.

A Public Notary isn’t necessary when formalizing any pre-money matters, such as the signing of the Letter of Intent. However, a Notary must be present when the purchase contract is signed to ensure the ownership of the shares against third parties.

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

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