Mergers and acquisitions (M&A) in Spain offer foreign investors a strategic entry point into the Spanish market. Whether acquiring an established company or merging operations, M&A transactions must follow a structured legal process to mitigate risk and ensure compliance.
This guide provides a legal overview of the M&A landscape in Spain, including due diligence, key documentation, and regulatory oversight.
🏛️ Legal Framework for M&A in Spain
M&A transactions in Spain are regulated by:
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Spanish Companies Act (Ley de Sociedades de Capital)
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Spanish Commercial Code
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Competition Law (if applicable, reviewed by CNMC)
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EU regulations for cross-border mergers
🔍 Types of M&A Transactions
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Share Purchase: Buyer acquires shares of the target company. Common for SME and corporate deals.
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Asset Purchase: Buyer acquires assets like inventory, property, or IP. More flexible, but may require third-party consents.
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Merger (Fusión): Two companies combine into one. Requires board approval, shareholder consent, and registration.
📝 M&A Process in Spain
1. Due Diligence
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Legal, financial, and tax analysis of the target
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Identifies risks and liabilities (contracts, debts, litigation, etc.)
2. Negotiation & Drafting
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Letter of Intent (LOI)
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Share/Asset Purchase Agreement (SPA/APA)
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Representations and Warranties
3. Regulatory Approvals
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If turnover thresholds are met, approval from the CNMC (competition regulator) may be required
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Sector-specific rules for banking, energy, or telecom
4. Closing
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Signing of final contracts
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Transfer of ownership
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Payment and post-closing actions
⚠️ Risks and Pitfalls
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Hidden liabilities or tax debts
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Labor disputes or collective agreements
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Environmental and zoning compliance (in asset deals)
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Breach of warranties or earn-out disputes
🤝 How Borderless Lawyers Can Help
We represent buyers and sellers in all phases of M&A:
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Conducting legal due diligence
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Structuring the transaction for tax and legal efficiency
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Drafting and negotiating key contracts
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Managing regulatory filings and approvals
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Supporting post-acquisition integration