Why Spain for M&A?
Spain remains a strategic hub for cross-border mergers and acquisitions, particularly in sectors like energy, real estate, fintech, logistics, and healthcare.
At Borderless Lawyers, we support foreign investors, private equity firms, and business owners throughout the full M&A cycle—from target selection to post-acquisition integration.
🧠 Key M&A Structures in Spain
1. 🔄 Share Purchase
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Buyer acquires shares directly from the shareholders
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Target company continues its operations as is
Pros:
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Quick transfer
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Keeps licenses, employees, and contracts intact
2. 🧱 Asset Purchase
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Buyer acquires specific assets or business units
Pros:
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Limits liability exposure
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Ideal for distressed acquisitions or carve-outs
3. 🔗 Merger (Fusión)
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Two or more companies legally combine into one
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May involve absorption (one survives) or new entity creation
📌 Requires notarial deed and registration at the Mercantile Registry (Registro Mercantil).
📋 M&A Due Diligence in Spain
Before signing, a comprehensive due diligence review is essential.
We investigate:
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🔍 Corporate structure and governance
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💼 Employment contracts and obligations
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📑 Financial statements and tax compliance
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⚖️ Pending litigation or regulatory issues
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🧾 Intellectual property and licenses
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🏢 Real estate, assets, and leases
✅ Our bilingual lawyers ensure nothing is overlooked.
⚖️ Regulatory Approvals and Controls
M&A deals in Spain may require clearance from:
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CNMC (National Competition Authority) for antitrust
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Ministry of Economy (foreign direct investment screening)
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Sector-specific regulators (e.g. telecom, energy, banking)
🛡️ We handle all filings, notifications, and approvals.
📜 Legal Documentation in Spanish M&A
We draft and negotiate:
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Letter of Intent (LOI)
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Confidentiality Agreements (NDA)
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Sale and Purchase Agreements (SPA)
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Shareholders’ Agreements
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Merger Plans and Notarial Deeds
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Escrow and earn-out clauses
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Post-closing warranties and indemnities
📎 Documents must comply with Spanish corporate law and be registered when applicable.
🔁 Post-Transaction Support
After the deal closes, we assist with:
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🎯 Corporate restructuring
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🧾 Tax optimization
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🏦 Updating banking and commercial registries
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👥 Employment transfers or redundancies
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📊 Shareholder changes and directorship updates
🌍 Cross-Border M&A Example
Case: A US-based renewable energy company acquired a Spanish solar firm. We led legal due diligence, drafted bilingual contracts, and obtained CNMC clearance within 45 days—ensuring a smooth, compliant acquisition.
💼 Our M&A Legal Services
With Borderless Lawyers, you get:
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✅ Full legal due diligence
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✅ Bilingual M&A contract drafting
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✅ Regulatory filings and clearance
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✅ Notarial and Mercantile Registry filings
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✅ Strategic and tax planning guidance
👩⚖️ We represent both buyers and sellers, with expertise in cross-border and EU-involved transactions.
📞 Let’s Talk M&A in Spain
Whether acquiring a company or merging operations, we help you mitigate risk, accelerate approval, and close with confidence.