Merger and spin-offs of companies in Spain are two corporate restructuring operations. Law 3/2009 defines and differentiates each of these transactions, determining the procedure to follow for the proper execution in each case.
The global transfer of assets and liabilities is a type of corporate restructuring transaction that differs from similar operations in various ways, including its consideration. The straightforward nature of this procedure makes it a popular choice for companies seeking to transfer ownership or wind up their operations.
Due diligence and representations and warranties clauses allow the buyer to ensure that the seller has provided accurate information about the target company. Based on this information, the buyer can identify any risks involved in the transaction and establish a liability regime in the event of non-compliance.
Contracts make the agreements between parties legally binding and provide certainty to their relationships. In the area of mergers and acquisitions in Spain, it is crucial to be familiar with the most common types of contracts, which can differ depending on the specifics of the transaction.
Business succession in the framework of asset sales and purchases takes place when a company acquires the assets of another to continue its activities. In Spain, Article 44 of the Workers’ Statute outlines labour and social security obligations of employers and protection measures for workers involved in this process.
The drafting of the business agreement is a fundamental step in the sale of businesses because it contains the elements that will define the development of the transaction and its success. Are you aware of the clauses to include?
The contracting of representations and warranties insurance is an option that has been increasing during the last years in the framework of M&A operations. This is due to the great advantages it offers for both parties, although there are also some drawbacks that need to be kept in mind.
The use of representation and warranties insurance (R&W) is becoming more and more frequent in Spain in the field of the purchase and sale of companies. The premiums increase, costs reduction or process simplification are some of the reasons for their growth.
The Share Purchase Agreement (SPA) is one of the most used contracts in Spain for the purposes of acquiring a mercantile company. Its basic content should include some clauses or contractual promises about the company (warranties) which will bind both parties for the transaction’s success.
The letter of intent is a written document that serves as a starting point for mergers and acquisitions. Among the most common main clauses are included the terms of the transaction, the exclusivity, the confidentiality and the legal audit.
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