Legal Services

We provide legal advice and a complete service and implication in the different corporate transactions processes. We support the negotiations required and design appropriate structures, adapting them to different types of corporate contracts. We prepare the necessary documentation and accompany the client to the completion of the transaction. We manage and organize the required bylaws amendments or structural modifications. We develop different models applicable to the Shareholders or Family Agreement, arbitrating solutions that will converge the interests of all parties involved.

Types of companies (Public Limited Company: Private Limited Company: Partnership; Limited Partnership). Drafting of Articles of Association: Incorporation Process: Business Register: Notary: Regional Ministry Tax Office for the Autonomous Communities. ITP and ADJ (tax on capital transfers and documented legal acts): Registration: AEAT (Tax Agency).

Control, advice, assistance and formalization of the Partner’s General Meetings, General shareholders Meetings or Board of Directors sessions: Record keeping of the partners and shareholders register: Record keeping of the minutes: Certificates: formalization and register of the resolutions capable of being registered in the Business Register: Control of the deposit of the annual accounts.

Capital increases or reduction: Capital reduction immediately followed by capital increase: Transfer or change of registered office: Replacement or modification of the companies’ corporate purpose: Restrictions or limitations to the free transferability of shares: Change of corporate name.

Wording and structure of the contract: operation and organization clauses: Political and Economic rights: Preemptive rights and First refusal rights: Transmission restrictive clauses: entry and exit of partners; implementation and structuring of the investment: Valuation of contributions, adjustments mechanisms. Regulation of disputes, resolutions of deadlock or disputes situations.

Advice in social capital and business structure: Legal Review (Due Diligence): Representations and warranties: Prevention of economic crimes.

Transformation: merger: Total or partial division or split off: Global transfers of assets and liabilities. (Project: report: agreements: public deed and registration).

Mergers and acquisitions (M&A) Confidentiality Agreement: Exclusivity Agreement: Memorandum of Understanding or Agreement of intentions: Corporate holdings buy-sell contract: Assets buy-sell contract: Businesses or branch of activity buy-sell operations: MBO/MBI: Total or partial disinvestment.

Commercial and Civil contract drafting, revision, assistance and assessment: Joint Venture: Commercial Buy-Sell operations: Bank contracts (loans, discounts, factoring, leasing, renting, confirming): Guarantees and endorsement (personal and real collateral): Mortgages: Businesses or branch of activity buy-sell operations: Private companies or industry leases.

Assessment in family and companies frame of labor relations: Family access to company systems (entrepreneurship training: family-workers remuneration: Managers, pensions, dismissals): Non-competition obligation: Successor designation. Exit agreements. Decision-making. Syndication agreements: Ancillary obligations: Enterprise policy: Organization: Transfer of capital. Agreements to facilitate the exit from the company.

Dissolution agreement: registration and publicity procedures: Inventory balance and final balance: realization of assets and extinguishment of the liability: division and distribution of the corporate assets: cancellation of registration.

Financial Services

We delimit the reasons that lead either to make or break a corporate action, motivating and identifying the potential synergies whether they are strategic, organizational, financial or commercial. We analyze the profitability and returns generated in business, and propose options for improvement. Align with the client, we produce credible financial projections and establish monitoring and control mechanisms, which allows us to assess the achievement of the goals identified. We apply business valuation methods based on the Balance Sheet, Income Statement, Goodwill or Discount Flows, depending on the purpose and as an indicative price to the shareholders, potential buyers, investors, lenders, etc...

Strategic (leadership; vertical and horizontal external growth; Internationalization; diversification; "Core Business"). Organizational (productive synergies; cost and structural expenses reduction; innovation improvements R&D; redundant assets; excess in capacity). Financial (increase in profitability; availability of liquidity; increase in the borrowing capacity). Commercial (complementarities; strengthening of the commercial network; opening of new geographic markets).

Drafting of the descriptive Memorandum: Identification of the "Value Drivers": Analysis of the best economic-financial structure: Target price.

Uniformity and comparability: Ratio analysis and structural and operational returns in profitability analysis: Assessment of the efficiency: Operating funding requirements: Liquidity and working capital: Assessment of the availability of cash resources and cash generation: Financial leverage: Investment policy: Financial structure.

Analysis and strategic plan: Hypotheses, estimates and projections, period and consistency: Sensitivity analysis: Funding requirements, capital and debt structure: Assets investment and capital expenditure: Risk analysis: business controls.

Based on the Balance sheet (Accounting value; Adjusted accounting value; Liquidation value; Substantial value). Based on profit and loss account (Multiples; sales; Ebitda - Ebit; Per). Based on the Goodwill (Classic; UEC -Union of European Accounting Experts Method-; Direct; Indirect). Based on cash flows discounts (Free Cash Flow; Debt Cash Flow; Capital Cash Flow; Cash Flow per Share).

RESOLUTION OF DISPUTES. ADR (Alternative Dispute Resolutions)

Dispute resolutions as an alternative method from the jurisdiction or arbitration, based on the will of the parties. Among all the essential characteristics we can highlight its voluntarism, confidentiality, speed, cost savings, safeguarding of the maintenance and continuity of relationships, etc. It is a process controlled by the parties, and a successful solution proposed by the parties and not imposed by any third party.

Extra-judiciary voluntary and of free disposition procedures for the resolutions of disputes based on the free will of the parties.

Confidentiality: Economy: Flexibility: Preservation of relationships: Supervision of the process: Consensual solution suggested by the Parties and not by a third party.

© 2005 Corporate Diligence Consulting, S.L. All rights reserved.   Design: Montiel&Guzmán