Support for M&A Transactions

Regardless of the overall value of an M&A transaction, its proper execution usually requires great efforts in terms of time and resources, both at the negotiation table and in due diligence and post-closing processes.

At Seegman we are used to working on transactions with a variety of parties and jurisdictions, providing support to top-tier firms, as well as negotiating and leading mid-market M&A transactions in Spain and Portugal. Thus, we can integrate with the client’s main team of advisors or in-house lawyers in the provision of our supporting services.

We add value to our work by providing our experience in the establishment and maintenance of businesses established by international investors in Spain and Portugal.

As an example, we may provide support in the following tasks.

Pre-closing tasks

• We provide support in the execution of the due diligence following the review guidelines set by the client’s main advisors, from the analysis of information contained in contracts, licenses, forms and documentation in general, to the completion of files and reports deliverable to the client.
• Incorporation or sale of SPVs for the execution of the operation or part of it.
• Obtaining identification documents for foreign partners and administrators (NIE, Spanish or Portuguese NIF).
• Execution of corporate changes to adapt intervening vehicles to the needs of the operation, such as amending the corporate purpose or switching its managing body.
• Implementation of corporate structures and changes, including the drafting of corporate resolutions, their notarization and registration when necessary.
• Preparation of bank compliance files, as well as opening bank accounts to ensure the receipt of funds and their management.
• Application for tax identification numbers for individuals or legal entities.
• Compliance actions and monitoring of suspensive conditions.

Post-closing tasks

• Coordination on the registration of the operation and the changes it entails in the relevant registries.
• Communications to public and private entities on corporate changes derived from the transaction, such as change of management, name, domicile, bylaws, among others.
• Notification to workers and labor and social security authorities, as well as the transfer of workers.
• Notification to public administrations regarding the transfer/change of control of licenses and authorizations.
• When required, coordination of assignment of contracts and obligations.
• Annotations in the register of partners and communication to the Commercial Registry.
• We support the client by providing a transitional member in the administrative body, allowing the execution of the operation without the need for corporate changes.