For over two decades, Mariscal & Abogados has assisted national and especially foreign investors in entering the Spanish market through mergers and acquisitions, thus developing expertise in providing legal guidance for international transactions.
We offer comprehensive services for Mergers and Acquisitions (M&A) in Spain:
Acquisition of private companies through purchases, mergers, and capital increases
We guide the legal and regulatory requirements for the transaction, including, among others, legal analysis, due diligence, contract drafting and negotiation, regulatory compliance, corporate governance, intellectual property, employment law, and post-merger integration.
Investments at any stage of the company’s life cycle
Whether you are an investor looking to fund a promising startup or a company seeking to secure capital for growth, we can help you with a wide range of investment-related matters, from early-stage financing to IPOs and beyond. We understand the legal and regulatory framework that governs investments in various industries and sectors in Spain and can provide strategic guidance on structuring deals, negotiating terms, and managing risk.
Buying and selling assets or business units
Whether you want to acquire a new business unit, divest a non-core asset, or sell your entire company, we provide strategic guidance on structuring deals, negotiating terms, and managing risk.
Sales to industrial enterprises and venture capital firms
Focusing on equity investments, convertible debt instruments, and other financing structures commonly used by venture capital investors.
Review and drafting of legal documents, including Head of Terms (HoT), Binding or Non-Binding Offers (Bos or NBOs), and Non-Disclosure Agreements (NDAs). Whether negotiating complex deals or preparing for future transactions, we provide precise and effective legal support: reviewing existing documents, providing insightful recommendations to ensure that our client’s interests are protected, and drafting clear and comprehensive agreements that accurately reflect the transaction terms.
Leverage buy-outs (LBOs), management buy-outs (MBOs), and management buy-ins (MBIs)
Our range of services in these complex transactions involves negotiating and drafting the terms of the transaction, advising on the regulatory and legal requirements (antitrust and competition laws, due diligence, and any industry-specific regulations), guidance on the transaction financing (structuring, negotiating loan agreements, and ensuring compliance with securities laws), and assistance in obtaining the necessary shareholder and regulatory approvals.
Turnarounds, restructuring, and investments in financially troubled companies
We help companies, from equity firms to hedge funds, overcome financial difficulties and regain their footing. We counsel on the legal and regulatory requirements of the transaction, including compliance with bankruptcy and insolvency laws, labour laws, and any industry-specific regulations. We assist in negotiating and drafting the transaction terms or any financing agreements. Additionally, we advise on the tax implications, including any tax consequences for the company, its creditors, and its shareholders. We also assist in obtaining the necessary regulatory and shareholder approvals, support clients in implementing operational and strategic changes to improve the company’s performance and competitiveness and advise on investment opportunities and potential risks.
Recapitalizations and other means of capital restructuring
In addition to the services above, we provide guidance on structuring the new capital and debt instruments and advise on potential sources of funds, such as private equity or venture capital firms.
Any other structural changes
Including, among others, winding-up, spin-offs, international transfer of domicile, and change of legal status (from a sole proprietorship to a corporation, from a limited liability company to a partnership, etc.).