Corporate & M&A
Cases&Lacambra’s Corporate & M&A team advises on a wide range of sophisticated matters concerning company law, mergers and acquisitions and commercial law.
The team is highly experienced in advising on complex transactions involving financial players, such as private equity funds and financial institutions, as well as on the financial regulation aspects applicable to certain M&A transactions.
We are aware of the importance of understanding the idiosyncrasy of each client and therefore, we have specialized teams in key sectors such as Financial Services, Funds & Venture Capital, Private Equity, Hospitality, Retail and Consumer Goods, Industrial Manufacturing and Logistics, Energy & Infrastructures, or Healthcare & Life Sciences.
The Corporate & M&A team works closely with the Tax team, in order to ensure an appropriate structuring of the transactions in which it is involved, as well as with the Market&Financial Services team, in relation with the financing of the M&A process.
Our Corporate & M&A practice is divided into the following areas: (i) M&A, (ii) Company Law and Corporate Governance, (iii) Listed Companies, (iv) Family Owned Businesses, (v) Commercial Agreements, and (vi) Energy & Infrastructures:
We advise both financial (i.e., private equity) and industrial players on M&A transactions, providing comprehensive advice on M&A:
- Acquisitions involving the transfer of shares, assets, business units and a combination of the foregoing.
- The design and implementation of M&A transactions through purchases, national and cross-border mergers and capital increases.
- LBO’s, MBO’s and build-ups.
- Bilateral and competitive (i.e., controlled auctions) M&A processes.
- Drafting and negotiation of all contractual documentation of an M&A process, including, without limitation, confidentiality agreements, process letters, non-binding and binding offers, SPAs and shareholders’ agreements.
- Structuring and implementation of commercial alliances and joint ventures.
- Legal due diligence processes.
Company Law and Corporate Governance
Our team advises on company law and corporate governance at every stage of a company’s life, covering the following:
- Advising shareholders and boards of directors on a wide range of company law issues.
- Acting as secretaries of boards or as external counsels on company law of all types of companies.
- Designing and implementing corporate restructurings, including mergers, spinoffs, and other corporate transactions.
- Duties and liability of directors.
- Remuneration of directors and senior executives.
- Drafting, negotiations and advice on the enforceability of shareholders’ agreements.
- Articles of association, regulations of the general shareholders’ meeting and regulations of the board of directors.
- Advising on reserved majority matters, restrictions to the free transferability of shares, corporate governance, composition and appointment of management bodies, dividend policies and resolution of deadlocks.
- Advising shareholders, boards of directors, board committees and senior management on best corporate governance practices.
- Conflicts between shareholders.
The expertise of our Corporate & M&A team includes advising on a variety of matters concerning listed companies. Our team has lawyers with a deep knowledge of a number of regulatory aspects that do affect listed companies. The latter is to be highlighted, as the legislation affecting listed companies is getting increasingly complex.
The advice to listed companies includes the following:
- Transparency obligations.
- Use of privileged information.
- Anti-money laundering.
- Disciplinary files opened by regulatory bodies.
- Corporate governance.
Family Owned Businesses
Family Owned Businesses have specific legal needs that should be carefully and duly covered. Our Corporate & M&A team has a value understanding of such legal needs and a broad experience advising Family Owned Businesses, including on the following matters:
- Shareholders’ agreements between family members and family protocols.
- Conflicts between family members in their condition of shareholders.
- Corporate governance.
- Company structuring.
- Succession of the Family Owned Business.
- Enforceability of shareholders’ agreements between family members.
- Implementation of the succession plan.
Our practice covers the drafting and negotiation of all kind of commercial agreements in a wide range of industries, including:
- License agreements.
- Distribution agreements.
- Supply agreements.
- Engineering agreements.
- Franchise agreements.
- Agency agreements.
- Validity, non-compete undertakings and enforceability of commercial agreements.
- Conflicts arising out of commercial agreements.
Energy & Infrastructures
Cases&Lacambra’s Energy & Infrastructures subpractice is expanding as part of the Firm’s core strategy. It comprises a wide range of matters concerning Corporate Law, Mergers and Acquisitions and Public Law, focusing in the field of renewable energies amongst other economic sectors.
- Our expertise across the sector includes wind, solar, biomass, energy from waste, hydro, storage and related technologies throughout all the lifecycle of projects. Our lawyers have a long experience in the industry, both as in-house and external counsels, which enables them to understand the underlying business and the complex inter-party issues.
- We advice developers, investors, including dedicated infrastructure funds, pension, and sovereign wealth funds and private equity, utilities and financiers on domestic and cross-border issues.
- Our Energy & Infrastructures practice also covers matters involving concessions of all kinds (water premises, hospitals, public services, etc.).
Practice Group’s Publications
Legal Flash! «Royal Decree-Law 23/2020 – Measures about energy and other areas for economic recovery»
Energy Team – June 2020
Our Energy team writes this brief Legal Flash about the latest measures in energy matters included in the Royal Decree-Law 23/2020.
GTDT: “Private Equity 2020”. Spain Chapter
Lucas Palomar & Bojan Radovanovic – May 2020
Contribution of Lucas Palomar & Bojan Radovanovic, partners, for Getting The Deal Through to Private Equity 2020 guide, with the chapter of Spain.
Legal Flash! «Draft Bill on Climate Change and Energy Transition»
Energy Team – May 2020
Our Energy team writes this brief Legal Flash about the Draft Bill on the Climate Change and Energy Transition.