Legal
Mergers & Acquisitions
Structuring deals that create value and minimise risk
What is it?
Buying or selling a business is one of the highest-stakes decisions an entrepreneur or board will ever make. The legal architecture of a transaction — how it is structured, what representations are given, how risk is allocated, and what happens after closing — has lasting consequences for both buyer and seller. At GCT1 we advise on the full transaction lifecycle, from initial term sheet to closing and post-deal integration.
Our M&A practice focuses on the SME market in the Valencian Community, where most transactions involve privately held businesses and require a hands-on, pragmatic approach. We conduct or coordinate legal due diligence, draft and negotiate the sale and purchase agreement, structure the deal to optimise tax efficiency, and manage the regulatory filings required by Spanish competition and mercantile law.
We also advise on corporate restructurings that do not involve an external buyer — mergers between group companies, spin-offs, share capital reductions, and transformation of corporate form. These operations often unlock significant tax savings or operational efficiencies when planned correctly.
Who is it for?
- Business owners considering selling all or part of their company
- Entrepreneurs and investors acquiring an existing business in the Alicante region
- Companies seeking to merge with or absorb a competitor or complementary business
- Private equity or family office investors conducting structured acquisitions in Spain
- Corporate groups reorganising their structure for operational or fiscal reasons
What's included in our service
- Transaction structuring advice (share deal vs. asset deal, tax and liability implications)
- Legal due diligence on the target company: corporate, contractual, employment, and regulatory
- Drafting and negotiation of the letter of intent and confidentiality agreement
- Sale and purchase agreement (SPA) drafting and negotiation
- Management of representations, warranties, and indemnity provisions
- Coordination of notarisation and Mercantile Registry filings
- Post-closing obligations, earn-out mechanisms, and integration support
Documentation you will need to provide
- Corporate documentation of the target: statutes, shareholders' register, board minutes
- Financial statements and tax filings for the last three to five years
- Key contracts, employment agreements, and intellectual property registrations
- Real estate titles and encumbrance certificates
- Pending litigation, regulatory licences, and environmental permits
Key deadlines
- CNMC merger notification required if combined turnover exceeds Spanish thresholds — timing depends on deal size
- Mercantile Registry filings for mergers: strict procedural calendar under the Structural Modifications Act
- Post-closing conditions and earn-out periods: defined in the SPA and vary by transaction
Why GCT1
- Integrated legal, tax, and financial advisory team provides a single point of coordination for complex transactions
- Deep knowledge of the Valencian SME market — we understand local business culture and realistic valuation benchmarks
- Experienced in cross-border acquisitions involving buyers or sellers from the UK, Germany, France, and other European countries
- Pragmatic deal-makers: we focus on getting transactions closed on commercially sensible terms, not prolonging negotiations
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