Support for M&A Transactions

We offer legal support to external advisors or in-house lawyers in the coordination and completion of corporate M&A transactions. We assist in the required steps from the corporate, labour and tax point of view, notifications to public entities and to the counterparts in private contracts, before, during, and after closing.

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

At Seegman, we are familiar with working at the pace of transactions with multiple parties and jurisdictions, providing support to top-tier firms, as well as negotiating and leading mid-market M&A transactions in Spain. Thus, we can integrate with the client’s main team of advisors or in-house counsel in providing these support services.

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

As an example, we propose that our team

Pre-closing tasks

  • Support in the execution of due diligence review 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 transaction or part of it.

  • Obtaining identification documentation for foreign shareholders and directors (NIE, NIF).

  • Execution of corporate changes to adapt participating vehicles to the needs of the transaction, such as change of corporate purpose, or administrative body.

  • Implementation of corporate structures and changes, including the drafting of corporate agreements. Including public deeds and registration when necessary.

  • Preparation of bank compliance files, as well as opening of accounts to ensure the reception and management of funds.

  • Application for tax identification numbers for natural or legal persons.

  • Compliance and monitoring of conditions precedent.

Post-closing tasks

  • Coordination of the registration of the transaction and the changes it entails in the relevant registries.

  • Communications to public and private entities on corporate changes derived from the transaction, such as changes of administration bodies, corporate name, registered office and bylaws.

  • Notices to employees and to labor and social security authorities, transfer of employees.

  • Notices to public administrations regarding the transfer/change of control of licenses and authorizations.

  • When required, coordination of transfer of contracts and obligations.

  • Entries in the shareholders’ registry book and notification to the Commercial Registry.

  • We support the client by providing a transitional member of the administrative body, allowing the execution of the transaction without the need for corporate changes.

ACQUISITION MARKET. OPPORTUNITIES FOR SMALL OPERATIONS

By large and pre-COVID numbers, the total amount of capital invested in European companies increased by 10% year-on-year to 94,000 million euros in 2019, the highest level ever recorded. A total of 7,902 companies were invested, 8% more than the average for the previous five years, of which 84% were SMEs. 

Investments were concentrated in three main sectors: ICT (27%), consumer goods and services (23%) and business products and services (19%).

Investments in acquisitions increased by 8% over the previous year, reaching 65,000 million euros. Mid-market buyouts (15 – 150 million euros) continued to receive the largest share of investment within the broader buyout investment stage (36%). By sector, consumer goods and services received the largest investment in corporate purchases (25%).
Venture capital investment reached 11,000 million euros in 2019, with a growth of 19% since 2018. Venture capital funds backed around 60% of the total companies invested in. Start-up investments reached 6,000 million euros, an increase of 13% since 2018, taking 56% of the total venture capital investment. By sector, ICTs are key (half of the venture capital investment).
In Spain, the liquidity crisis generated by the COVID has had a significant impact on the balance sheets of companies established in sectors that are particularly sensitive to consumer spending, such as tourism, hotels and services. Regardless of the size of the company. In many cases, COVID has caused or accelerated deterioration processes that lead to divestment, asset liquidation or even the entry of new capital. Investment opportunities may arise not only in the large and medium operations segment, but also in small operations with a value of less than 5 million.
The small transactions market allows to channel liquidity surpluses from less usual investors through the acquisition of companies such as family groups, medium sized companies and individual investors, but it also gives way to companies experienced in the execution of M&A operations to carry out strategically selected small transactions under the advantageous conditions offered by a buyer’s market.

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