Argali, abogados offers comprehensive end-to-end legal advice on business sales and acquisitions, MBO/MBI, LBO/LBI, BIMBO, start-ups, venture capital transactions, mergers, and business restructuring.
We coordinate the different financial and legal advisor teams for the transaction, as well as advisors from any other disciplines that need to intervene, monitoring calendars, milestones, and tasks.
From the start of the transaction, we advise our clients on the most suitable tax and legal design structure and the way in which to organize the process.
- Tax analysis of the starting point and the fiscal implications of the transactions, a proposal of alternatives and best-fitting structures from the tax point of view, within the client's objectives.
- Completion of previous corporate restructuring transactions.
- Analysis of the implications from the viewpoint of competition and regulatory law.
- Support, negotiation, and drafting of preliminary documents (letter of intent/MOU, exclusivity agreements, NDAs).
A due diligence process rigorously analyses the client's needs, compliance with trading company's formal and material obligations paying close attention to the transaction's risks and considering the legal, tax, and employment points of view from the purchaser and seller's perspective.
The aim is to correct any defects and remedy any deficiencies that may come to light during this review so as to comply with all legal obligations, minimize the risks that might result in future contingencies and ensure that these risks do not jeopardise the price of the transaction or put the transaction itself at risk.
A vendor´s due diligence is often advisable to detect and, if possible, resolve potential problems that the purchaser might encounter in the analysis of the transaction and to prepare and organize the documentation that will have to be made available to the purchaser.
- Support, negotiation, and drafting of sale and purchase agreements (SPAs), shareholders’ agreements (SHAs), vendors’ representations and warranties (R&W), guarantees and security for deferred payment and other transaction documents.
- In most transactions, our services include negotiations with the institutions financing the operations and the guarantees and security that will be granted, helping to prepare all the loan documentation, guarantee packages, corporate agreements and any other supplementary documentation.
In Argali, we have much experience in advising family businesses on how to manage future challenges, growth, expansion and inheritance.
Our wide experience in mid-sized business transactions, given the composition of the Spanish business market, gives us a lot of knowledge that will help us solve any specific problem one might have.