Sandbagging in M&A transactions has become a decisive factor in commercial litigation. Whether a buyer can claim despite prior knowledge depends largely on contractual drafting and how risks are allocated between the parties.
Successfully selling a company requires more than finding a buyer. Proper legal, corporate, and financial preparation is essential to reduce risks during due diligence and strengthen the seller’s negotiating position in any M&A transaction.
Equity imbalance in a Spanish company represents a significant legal risk that may threaten business continuity. Understanding the corporate law mechanisms available to restore an equity balance is essential to avoid mandatory dissolution, preserve shareholder control and ensure financial stability in compliance with the Spanish Companies Act.
The DGSJFP has softened the requirements relating to the directors’ report in intragroup mergers, as well as the need to provide certificates of compliance with tax
obligations, both of which had been grounds for registries to deny the registration of mergers until these recent rulings.
In M&A transactions, risks identified during due diligence may endanger the deal. Specific indemnities are contractual clauses that allocate responsibilities and ensure the buyer’s protection against known contingencies, such as tax audits, litigation or employment disputes.
An intra-EU cross-border merger allows companies from different European Union countries to merge, facilitating economic integration and international expansion in Spain. These transactions fall under EU law and the Law on Structural Modifications of Commercial Companies.
In investing in a startup, venture capital firms issue letters of intent to define the basic structure of the proposed investment. This document, which addresses the most relevant aspects of the transaction, serves as the starting point for negotiations between the parties involved in executing the financing.
When a venture capital or private equity fund invests in a startup, it can negotiate preferred rights through the creation of classes of shares. This mechanism aligns interests and protects investments, optimizing returns and ensuring economic and governance privileges for the investor.
The judicial approval of a restructuring plan represents a vital mechanism for the debtor, protecting essential business aspects necessary to ensure survival.
Phantom Shares are innovative incentives that mimic stock ownership without transferring actual ownership, offering beneficiaries future payments linked to business success. Discover how Phantom Shares drive talent retention and growth in venture capital funds.
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