Find Lawyers in Santa Cruz de Tenerife, Spain for Corporate and Mergers and Acquisitions Law
Practice Area Overview
As is the case with all specialist fields, there are two sides to company law work: preventative work and advisory (defence) work in the case of a dispute. Preventative work will, obviously, help avoid some conflicts by ensuring orderly compliance with the company’s obligations, something that is becoming more and more important given the transparency requirements of Mercantile Registers.
However, in company law, unlike other specialist fields, the advisory (defence) function in the case of conflict often does not depend upon whether the preventative function has been properly performed, but instead upon tensions arising within companies between majority shareholders attempting to impose a resolution and dissatisfied minority shareholders, who then seek protection of their rights.
Mergers and Acquisitions (“M&A”) are one result of the trend toward the globalisation and concentration of businesses to boost their strength and competitiveness, a trend that also has a knock-on negative effect on the ability to continue to guarantee a free, healthy, and properly competitive market. Regulatory bodies must be increasingly aware of market distortions, as mergers and acquisitions are occurring between ever-larger undertakings and creating even bigger end combinations, something that makes it even harder for remaining competitors to survive. And there is no sign of this trend abating.
Although closely associated with company law with regards to its implementation aspects (given that the requirements for the calling of Board and Shareholders’ General Meetings and their holding, as well as the adoption of the relevant resolutions), specialising in M&A requires the prior management and coordination of an entire range of other specialist fields to verify the status of different aspects of the undertaking to be acquired and to establish whether things really are as they are presented, whether there are lurking dangers or hidden problems, whether the operation is suitable and/or viable, etc. This process is commonly called “due diligence”.
Checks will be carried out on aspects ranging from human resources, environmental matters, contractual relations, quality standards, planning issues, and activity permits for the undertakings to be merged or acquired. To do this, there are now sophisticated programs that create a virtual data room in the cloud, accessible to both those who upload information and those whose job it is to check it, each with the permission levels required to access the different areas of the data room, which speeds up the data processing and decision making processes.
However, in company law, unlike other specialist fields, the advisory (defence) function in the case of conflict often does not depend upon whether the preventative function has been properly performed, but instead upon tensions arising within companies between majority shareholders attempting to impose a resolution and dissatisfied minority shareholders, who then seek protection of their rights.
Mergers and Acquisitions (“M&A”) are one result of the trend toward the globalisation and concentration of businesses to boost their strength and competitiveness, a trend that also has a knock-on negative effect on the ability to continue to guarantee a free, healthy, and properly competitive market. Regulatory bodies must be increasingly aware of market distortions, as mergers and acquisitions are occurring between ever-larger undertakings and creating even bigger end combinations, something that makes it even harder for remaining competitors to survive. And there is no sign of this trend abating.
Although closely associated with company law with regards to its implementation aspects (given that the requirements for the calling of Board and Shareholders’ General Meetings and their holding, as well as the adoption of the relevant resolutions), specialising in M&A requires the prior management and coordination of an entire range of other specialist fields to verify the status of different aspects of the undertaking to be acquired and to establish whether things really are as they are presented, whether there are lurking dangers or hidden problems, whether the operation is suitable and/or viable, etc. This process is commonly called “due diligence”.
Checks will be carried out on aspects ranging from human resources, environmental matters, contractual relations, quality standards, planning issues, and activity permits for the undertakings to be merged or acquired. To do this, there are now sophisticated programs that create a virtual data room in the cloud, accessible to both those who upload information and those whose job it is to check it, each with the permission levels required to access the different areas of the data room, which speeds up the data processing and decision making processes.
Juan Núñez Ferrer BD Abogados
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