PRACTICE AREA MERGERS & ACQUISITIONS

We facilitate the transaction and post-integration with a detailed approach.
Becoming a Firm of reference for all parties involved.

The M&A practice area covers corporate reorganizations and acquisitions and exits in corporate groups, assets and going concerns. It may involve both domestic and cross-border mergers, spin-offs, transfers of business units and changes of the corporate domicile and mind and management.

In addition, we have also participated in several sale and purchase agreements and acquisitions of shareholdings and assets both for local and foreign investment funds, venture capital and private corporate groups, and in acquisitions instigated by management teams (MBOs and MBIs), participating in the design of efficient legal and tax structures, the selection of investors and becoming completely involved in negotiation procedures and in all agreements required for the successful completion of the transaction.

…Carlos Gabarró has tremendous capabilities to serve multinational groups with their Spanish cross-border tax implications…”

Cynthia Gingrich

Ass. Vice President, Corp. Tax
ROYAL CARIBBEAN CRUISES LTD

The Firm engages in significant transnational activity regularly providing Spanish legal and tax advice and consultancy accompanying non-resident investors in Spain throughout the entire process as well as Spanish investors abroad.

PROJECTS

1

Leading family group in manufacturing and commercialization of industrial filtering for gasses and liquids.

Strategic sale of part of the capital to a Swedish company in the sector.
Support and advice to the Spanish client in the selection of a buyer, negotiation of price and conditions, due diligence, Shareholders Agreement, legal and tax advice throughout the entire sale process.
2

Spanish hotel group.

Separation of three partners by way of a total spin-off into three companies.
Execution of a total non-proportional spin-off process of several companies and their affiliates for the creation of three equity blocks assigned to three new organizations each with their own independent ownership and management as a way to resolve managerial differences and avoid gridlocking the companies.

3

IBEX 35 Group headquartered in Barcelona.

Tax advice regarding foreign investments.
For example, recently the group’s tax management contacted us regarding the tax implications in the event of carrying out a significant investment in Australia through a somewhat little understood legal structure here in Spain. More specifically, the objective was to perform the investment by way of a trust based in Australia (unit trust) and an Australian holding company. The institution of the trust is not recognized under Spanish law. The structure enables to reduce taxation at source and avoid restrictions which, alternatively, would apply to the distribution amounts paid in the aforementioned country during the preliminary years of the investment.

4

Corporate group in the consulting area for the medical and pharma industry

Advisory in the acquisition of the parent company shares through a Management Buy-Out.