At BMC we provide comprehensive corporate advisory to companies, corporate groups, and family offices at the moments that define their future. Mergers and acquisitions, business valuations, due diligence, restructurings, corporate governance and financing transactions: every strategic decision demands a team that combines analytical rigour with deep knowledge of the Spanish and international markets.
With over two decades of experience, more than 200 completed transactions and cumulative advised deal value exceeding €5,000M, our team operates as a trusted partner — both for entrepreneurs selling the business of a lifetime and for corporations executing their tenth acquisition.
Corporate advisory with a strategic lens
Corporate transactions transform organisations. Whether it is an acquisition to consolidate market position, a restructuring to secure business viability, or an IPO on a regulated market overseen by the CNMV or on BME Growth to fund the next phase of growth, each process requires an integrated approach that coordinates the financial, tax, legal, and operational dimensions simultaneously.
Our multidisciplinary team — professionals with direct experience in investment banking, Big 4 audit, and strategic advisory — designs bespoke solutions that protect shareholder interests and maximise transaction value. We are not intermediaries: we participate actively in every phase, from initial diagnosis through to post-deal integration.
This active involvement translates into measurable outcomes: an average 12% discount on the initial price in buy-side transactions led by the team, and the identification of €3.2M in contingencies in shareholder disputes in independent valuation mandates.
Corporate finance and company law capabilities
Effective corporate advisory requires mastering multiple disciplines simultaneously. Our practice areas span the full spectrum of corporate finance and company law:
- M&A and transactions: Buy-side and sell-side advisory on mergers, acquisitions and divestitures. Target identification, independent valuation, SPA negotiation, and closing coordination for domestic and cross-border deals. Our guide to buying a business in Spain summarises the critical levers of the process.
- Valuation and analysis: Independent valuation reports using DCF, comparable multiples and sector-specific methodologies. Over 350 reports delivered for transactions, litigation, estates and restructurings. To understand how the market works, see how much is my business worth and the complete business valuation guide.
- Multidisciplinary due diligence: Financial, tax, legal, employment and commercial analysis ahead of any transaction. Detection of hidden contingencies and risk quantification that translate into negotiation leverage. If you are asking what due diligence costs in Spain, our analysis breaks down typical ranges by transaction type.
- Restructuring and turnaround: Viability plans, debt refinancing, distressed M&A, carve-outs and operational restructurings for companies under financial stress or facing pre-insolvency proceedings.
- Private equity and private capital: Advisory to family businesses and management teams in processes with investment funds — LBO, MBO, financial sponsor entry and secondary buy-outs. Private equity opportunities in Spain covers the sectors with the highest transactional activity.
- Corporate governance and ESG: Governance structure design, family protocols, succession planning and sustainability strategies aligned with the CSRD and ESRS frameworks. The CSRD guide for mid-market companies is the operational reference for organisations facing their first reporting cycle.
- Succession planning: Design of ownership structures, family business transmission, and fiscal anticipation in successions. See family business succession planning for the key drivers of the process.
- Digital transformation and ESG: Integration of non-financial metrics into corporate strategy and carbon footprint calculation to comply with the European taxonomy.
All these capabilities are interconnected. An M&A transaction with ESG implications, for example, requires simultaneous coordination between the transactions team, the compliance team and the corporate sustainability team. That is our value: a single point of accountability with authority across all workstreams.
The Spanish M&A market
Spain is a dynamic M&A market with over 2,500 transactions per year, ranging from €1M SME deals to megadeals exceeding €500M. Family-owned businesses — representing 85% of the Spanish corporate landscape — face a generational cycle that drives succession transactions, partial sales to private equity funds, and corporate restructurings.
The outlook for Spanish M&A in 2026 points to consolidation in fragmented sectors — food and beverage, healthcare, fintech, industrial tech — accelerated by the need for scale amid rising operating costs and the emergence of international funds specialising in the Iberian mid-market.
In this context, local corporate advisory makes the difference. We know the particulars of the Spanish Commercial Code, the Companies Act (Ley de Sociedades de Capital), regional tax regimes — including the Canary Islands Special Zone (ZEC) — and the negotiation dynamics of the Iberian market. At the same time, our partner network across 15+ jurisdictions enables us to execute cross-border transactions with the same effectiveness as domestic ones.
Methodology: how we work a corporate transaction
Our approach follows a proven methodology tested across 200+ transactions, structured in four phases:
- Strategic diagnosis. We understand shareholder objectives, competitive positioning and value levers. We recommend the most appropriate transaction — full sale, financial partner entry, merger of equals, IPO — rather than imposing a predefined structure.
- Preparation and valuation. We produce the information memorandum, teaser and vendor due diligence pack. We build the independent valuation range that will anchor the negotiation.
- Execution. We manage the competitive process, due diligence, SPA negotiation, earn-out mechanisms and indemnity clauses. Our experience in complex SPAs reduces the risk of claw-back and post-closing disputes.
- Post-deal integration. We coordinate corporate, tax and operational integration, including the design of the new governance structure and alignment of the management team with the business plan KPIs.
This methodology is supported by proprietary tools: sector-specific due diligence checklists, jurisdiction-adapted SPA templates, and a data-room system that accelerates the Q&A phase with investors.
Relevant case studies
The best way to evaluate a corporate advisor is through its closed transactions. Recent highlights include:
- Cross-border acquisition in food and beverage: buy-side transaction of €35M closed at 6.2x EBITDA versus a sector median of 7.5x.
- Due diligence for private equity fund: identification of €1.8M in hidden contingencies that adjusted the final price.
- Industrial group restructuring: viability plan and refinancing of €120M in senior debt.
- Family business succession: design of family protocol and holding structure for second-generation transmission.
Each transaction receives the same level of dedication and analytical rigour, regardless of size. We work with entrepreneurs selling the business of a lifetime with the same intensity as corporations executing their tenth acquisition.
When to contact a corporate advisor
The general rule: sooner than you think. Corporate transactions have a narrow value window, and preparation is the difference between an orderly sale and a forced transaction. We recommend contacting our team when:
- You are considering a full or partial sale of your business within a 12–24 month horizon
- You have received an unsolicited approach and need to validate your market value
- A private equity fund has expressed interest in entering your capital structure
- You are considering an IPO on BME Growth or the main market
- You are facing financial stress and need refinancing or restructuring
- You want to prepare a family succession with sufficient lead time to optimise wealth and tax efficiency
- You need an independent valuation report for a judicial, arbitral or accounting process
Our first meeting is always a no-commitment consultation to assess jointly whether a transaction makes sense, which structure fits best, and what preparatory steps are priorities before launching the formal process.
The Spanish regulatory framework for corporate transactions
Corporate transactions in Spain are governed by the Companies Act (Ley de Sociedades de Capital, TRLSC, Royal Legislative Decree 1/2010), the Merger Act (Law 3/2009 on structural modifications of commercial companies), and — for transactions involving listed companies — the Securities Market Law (Ley del Mercado de Valores) and the CNMV’s takeover bid regulations. The Commercial Registry (Registro Mercantil) plays a central role in the formalisation of mergers, demergers, and transformations, which require a notarial public deed and Registry inscription to take legal effect.
For M&A transactions structured as asset purchases (compraventa de activos y pasivos) rather than share purchases (compraventa de participaciones or acciones), the specific asset transfer rules apply to real estate (requiring notarial deed and registration at the Registro de la Propiedad), intellectual property (assignment agreements and OEPM registration), and employment contracts (Art. 44 Workers’ Statute, which provides for automatic subrogation of employees in business transfers). The choice between an asset deal and a share deal has significant tax implications under Law 27/2014 (LIS) and the IVA Law (Ley 37/1992), which we assess case by case.
Business restructuring: viability plans and pre-insolvency frameworks
Restructuring transactions increasingly take place within the framework of the reformed Insolvency Act (Ley Concursal, Royal Legislative Decree 1/2020, as amended by Law 16/2022 implementing the EU Restructuring Directive). The reformed Act introduced the pre-insolvency restructuring plan (Plan de Reestructuración) as a court-sanctioned mechanism for binding dissenting creditors to a restructuring without formal insolvency proceedings. This framework — sometimes called the Spanish scheme of arrangement — allows companies with viable businesses but unsustainable debt structures to restructure through a judge-approved plan rather than a formal concurso de acreedores.
Pre-insolvency restructuring requires early engagement: the debtor must be able to demonstrate viability of the business (Plan de Viabilidad), identify the creditor classes, negotiate with the majority needed for court confirmation, and manage the process before deterioration of the estate makes a negotiated outcome impossible. Our restructuring practice works alongside insolvency counsel on the financial and commercial dimensions of these processes.
Family business: governance, succession and ownership structures
Spain’s 85% family-owned business landscape creates a specific advisory need that pure M&A or financial advisory firms are not equipped to address. Family businesses — empresas familiares — face governance challenges that combine company law, family dynamics, and generational succession in ways that require specific expertise.
The family protocol (protocolo familiar) is the governance document that regulates the relationships between the family and the company — entry and exit conditions for family shareholders, management selection criteria, dividend policy, conflict resolution mechanisms, and the conditions for an eventual sale. A well-drafted family protocol prevents the disputes that destroy shareholder value in generational successions. We draft, negotiate and implement family protocols as part of succession planning engagements that combine corporate, tax and employment law considerations into an integrated solution.
Common ownership structures for family business succession in Spain include the holding company (sociedad holding) that separates the operational business from the family’s investment portfolio, the family investment vehicle (SL patrimonial) that holds real estate and financial assets, and the foundation (fundación empresarial) for groups with significant philanthropic or corporate social responsibility objectives. Each structure has specific corporate, tax and succession implications that we model and compare before recommending a solution.
IPO and capital markets: access to regulated markets in Spain
Spain’s primary equity markets — the Bolsa (main market, regulated by the CNMV) and BME Growth (formerly MAB, the growth market for SMEs and emerging companies) — offer distinct profiles for companies seeking public capital. The main Bolsa is appropriate for companies with a market capitalisation above approximately EUR 200M and the institutional investor profile and reporting capacity to meet continuous transparency obligations. BME Growth is accessible to companies from EUR 10M market capitalisation and offers a lighter regulatory framework with a Registrado entity as point of contact with the regulator rather than direct CNMV submission for most documentation.
The IPO process on either market typically takes eight to eighteen months from the initial feasibility assessment to the first day of trading, involving the selection of a Nominated Advisor (NAD) for BME Growth or a lead bank for the Bolsa, preparation of the Prospectus or Information Document (Documento Informativo), CNMV review and registration, investor roadshow, and final pricing and allocation. We advise the company on the corporate governance adaptations required for a public company — independent directors, audit committee, remuneration committee, related-party transaction policy — and on the ongoing transparency and disclosure obligations that apply from listing.
Private equity and venture capital in Spain
Spain’s private equity and venture capital market has grown significantly in the last decade, with approximately EUR 8,000M invested in 2024 across buyouts, growth capital and venture capital transactions. The market is characterised by the presence of major domestic GPs (Nazca, MCH, Portobello, Magnum, Corpfin) alongside international funds increasingly active in the Iberian mid-market.
For management teams and family shareholders receiving approaches from private equity funds, the LBO (Leveraged Buyout) or MBO (Management Buyout) dynamic requires specific advisory to balance the fund’s return requirements with management’s retention and participation interests. Key negotiation points include: the management equity pool and vesting conditions, the split between debt and equity in the capital structure, the waterfall mechanics (preferred return, carried interest), and the exit mechanism provisions. We advise management teams as an independent counter-party to the fund’s advisors, ensuring the terms are properly understood and fairly negotiated.
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