M&A & corporate

Spanish companies are governed by the Companies Act (Ley de Sociedades de Capital, Royal Legislative Decree 1/2010), which sets the rules on corporate bodies, transfer restrictions and shareholder resolutions; the SPA itself is a matter of contract. The consequence: every corporate step of the deal — board and shareholder approvals, pre-emption rights, bylaws amendments — must fit the LSC and the target's bylaws, or closing remains exposed to challenge.

If the buyer is from outside the EU/EFTA — and in some cases within it — and the target operates in strategic sectors, prior authorisation may be required under Law 19/2003 and Royal Decree 571/2023. The consequence: FDI analysis belongs in the offer phase; closing without a required authorisation exposes the deal to invalidity and fines, so serious buyers make clearance a condition precedent.

A straightforward bilateral share deal typically runs from signing of heads of terms through due diligence and SPA negotiation to a notarial closing; regulatory clearances such as FDI or merger control add their own clock. The consequence: the realistic driver of your timetable is identifying mandatory clearances early — we map them in week one so the calendar is built on facts, not optimism.