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.