Legal advice on corporate law and M&A

Legal advice on
corporate law and M&A

Corporate law governs the running of a company and its strategic decisions throughout its life: from incorporation to the admission of new shareholders, changes to its structure and investment processes.

Mergers and acquisitions (M&A), in turn, arise when those decisions take the form of the purchase, sale or integration of a business, and run from the initial analysis of the transaction through completion.

At Noguera Sebastián we support companies, shareholders, founders and investors at every stage in the corporate life of a company, as well as in M&A transactions, combining legal expertise with a practical understanding of business. Our aim is that every business decision should be taken with the legal certainty it requires, anticipating risk and designing solutions suited to the needs of each transaction.

Corporate and corporate governance lawyers

Corporate law covers every question relating to the creation, organisation and running of a company. Taking legal advice from the outset allows decisions to be made with greater certainty and reduces risk at each stage of the business.

At Noguera Sebastián we advise companies, shareholders, directors and investors on corporate transactions of every kind. We act on the incorporation of companies, the drafting and amendment of articles of association, the preparation of shareholders' agreements, share capital increases and reductions, and the organisation of governing bodies.

We also advise on corporate governance, helping to establish clear rules for the functioning of the board and codes of good practice, both in family-owned and unlisted companies and in listed companies, including dealings with the Spanish National Securities Market Commission (CNMV) and the preparation of corporate governance reports.

We further assist in the prevention and resolution of shareholder disputes, seeking solutions that protect the stability of the business.

M&A lawyers

Mergers and acquisitions (M&A) comprise the purchase, sale or integration of businesses, together with the investment and corporate restructuring processes connected with them. They call for rigorous technical analysis at every stage, from the initial negotiation through to completion.

At Noguera Sebastián we support our clients in M&A transactions, advising both buyers and sellers throughout the process. We take part in the negotiation and drafting of contracts, investment transactions, corporate restructurings, mergers, demergers and strategic alliances, coordinating our work with the firm's other practice areas where the transaction has tax, financing or real estate implications.

Our aim is to provide practical advice that allows companies and investors to approach each transaction with the legal certainty they need and with a view aligned to their business objectives.

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How can we help
you?

Our legal services include, among other matters:

Incorporation of companies and selection of the most suitable corporate structure.
Drafting and amendment of articles of association and internal regulations.
Preparation and negotiation of shareholders’ agreements.
Share capital increases and reductions.
Advice to directors and governing bodies.
Corporate governance in unlisted and listed companies, including dealings with the Spanish National Securities Market Commission (CNMV) and the preparation of corporate governance reports.
Prevention and resolution of shareholder disputes.
Sale and purchase of companies by way of share deals or asset deals.
Drafting and negotiation of sale and purchase agreements (SPAs) and shareholders’ agreements (SHAs).
Advice on venture capital and private equity transactions.
Mergers, demergers and corporate restructuring.
Formation of joint ventures and strategic alliances.

Key
operations

M&A

Advice on a takeover bid (OPA) for a foreign listed company worth 17,141 million euros, half in cash and the remainder in newly issued shares of the acquiring Spanish electricity company.
Advice on the sale of approximately 6 per cent of the share capital of a Spanish listed company to a foreign fund, carried out by means of a capital increase with the exclusion of pre-emptive subscription rights, amounting to 1,906 million euros.
Advice on the sale of one of Spain’s largest construction companies by turnover, for a sum of approximately 300 million euros.
Advice on the merger of companies within the same group as part of a corporate restructuring, in accordance with the new framework for structural changes set out in Royal Decree-Law 5/2023.
Advice on the merger of companies within the same group as part of a corporate restructuring, in accordance with the new framework for structural changes set out in Royal Decree-Law 5/2023.

Corporate

Preparation of corporate documentation for the delisting of a Spanish listed company.
Acting as secretary to the audit committee of a Spanish listed company.
Development of regulatory compliance policies for a Spanish cooperative.
Management of the secretariat of the compliance committee of a co-operative society.
Drawing up family protocols.
Drafting of shareholders’ agreements.

At Noguera Sebastián we understand that every company and every corporate transaction has different needs. We therefore offer close, tailored advice, aligned with our clients' objectives and directed at providing legal certainty in every business decision, supporting companies and investors at every stage of their growth and transformation.