Mergers & Acquisitions: Maximise Value on Both Sides of the Deal

Mergers and acquisitions (M&A) are corporate transactions through which two or more companies combine or one acquires control of another, typically with the objectives of achieving strategic growth, capturing synergies, or realising shareholder value. In Spain, these operations are governed by the Structural Modifications Act (Ley 3/2009), the Companies Act (LSC), and competition regulations enforced by the CNMC, while cross-border transactions may require notification under EU Merger Regulation 139/2004 and review by the European Commission. M&A transactions carry significant tax implications — particularly the choice between an asset deal and a share deal under the Corporate Income Tax Act (LIS) and the Transfer Tax and Stamp Duty Act (ITPAJD) — as well as employment consequences under Article 44 of Spain's Workers' Statute, which mandates automatic subrogation of the acquirer in all employment rights and obligations upon transfer of a productive unit.

Our M&A team has participated in more than 200 transactions, representing over EUR 2 billion in aggregate deal value. This depth of experience allows us to anticipate the challenges of each process and design strategies that protect our clients’ value in any scenario.

Why M&A Transactions Destroy Value When Preparation and Process Are Inadequate

M&A transactions destroy value when preparation is inadequate, the counterparty universe is not managed correctly, or key terms are conceded during negotiation due to time pressure or information asymmetry. Sellers who approach the market without a structured process receive lower prices: without competitive tension among multiple qualified buyers, the single interested party dictates terms. Buyers who proceed without rigorous due diligence pay for problems they could have quantified and either excluded from the price or made the subject of contractual protections. And both sides suffer when deal structure — tax, legal, and financial — has not been optimised before term sheets are exchanged. The difference between a structured and an unstructured process is not marginal: it is typically 20-30% of transaction value.

Our M&A Transaction Lifecycle: Sell-Side, Buy-Side, and Integration

For sell-side mandates, preparation begins with crafting a compelling equity story anchored in a rigorous valuation, identifying the right universe of strategic and financial buyers, and designing a structured auction process that creates genuine competitive tension and protects confidentiality. We manage information flow through a controlled data room, lead all negotiations with potential acquirers, and drive the process to a closing that maximises proceeds. For buy-side mandates, we identify and assess targets, manage approaches, conduct or coordinate due diligence, structure the transaction for optimal tax and legal efficiency, and lead negotiations through to signing and closing. Our in-house valuations and due diligence capabilities — operated by the same team — ensure consistency of analysis and eliminate information gaps. Post-acquisition integration is where M&A value is ultimately won or lost: we support the 100-day integration plan, track synergy delivery, and address the operational and cultural challenges that consistently emerge in the first months after closing.

Real Results in M&A: 23% Premium Over Self-Assessed Value and 94% Completion Rate

• 23% average premium over clients’ initial self-assessed value at the start of the sell-side mandate — achieved through competitive tension, not luck.
• 94% completion rate: mandates that we take on close.
• EUR 2B+ in aggregate transaction value advised across 200+ completed transactions.
• Tax structuring integrated from term sheet stage: asset vs share deal analysis, tax neutrality regime elections, and transfer tax optimisation under LIS and ITPAJD.
• Post-acquisition integration support: 100-day plan, synergy tracking, and management alignment through the first year post-closing.

M&A transactions in Spain are governed by the Companies Act (LSC) for corporate approvals, the Spanish Competition Act (LDC) and EU Merger Regulation (139/2004) for transactions above notification thresholds, and the Foreign Investment Act (Law 19/2003) for acquisitions in sensitive sectors by non-EU investors. Tax structuring requires analysis under LIS — Articles 76-89 for the tax neutrality regime applicable to restructurings — ITPAJD transfer taxes, and VAT treatment of real estate-holding targets. Our tax planning specialists integrate into the M&A team from the outset to ensure that deal structure and tax efficiency are optimised together rather than treated sequentially.