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M&A

WIESELER Lawyers and Tax Advisers is a firm specialised in legal and tax advice for all types of M&A transactions. The acronym M&A relates to the concept of Mergers & Acquisitions and, therefore, to business mergers and acquisitions, a formula commonly used by companies to grow and expand their activities.

In a broader sense, the concept of M&A generally covers all the operations involving a change in the ownership of one or more companies. These are operations that may include the full acquisition of a company, the merger of two or more companies to create a new entity, or the acquisition of some or all of a company’s key assets.

M&A operations also cover the processes of restructuring or reorganisation of corporate groups, whether family-owned or not, which may arise either from the need to adapt the group to the demands of the market in which they operate or to adapt it to family or asset-related circumstances. The most common operations in these types of restructurings or reorganisations are mergers, splits, share swaps, and contributions of business units, all with the goal of achieving the desired structure in each case.

Additionally, WIESELER Lawyers and Tax Advisers maintains a close relationship with financial advisory firms that also have extensive experience in M&A and Corporate (corporate finance), as well as with prestigious law firms in major European cities, all of which ensures comprehensive advice.

Given WIESELER Lawyers and Tax Advisers’ extensive experience in the field of M&A, it is in a position to offer the following services with absolute reliability.

Advice on the sale and purchase of companies, business units or assets

At WIESELER Lawyers and Tax Advisers, we provide comprehensive advice, protecting our clients’ interests with the utmost diligence, whether they are sellers or buyers. Our services consist of:

  • Identifying potential buyers for the company we represent or, alternatively, companies, business units or assets that could be acquired by our clients, in collaboration with firms specialized in such operations.
  • Tax advice, both in the planning and execution of the operation.
  • Financial advice.
  • Advice in negotiating the terms of the purchase and/or sale.
  • Preliminary adjustment of the company to be transferred, such as the disposal of certain assets or the cancellation of debts and credits.
  • Preparing and/or reviewing, as well as negotiating with the opposing party’s lawyers, all the necessary documents to complete the purchase and/or sale, such as non-disclosure agreements, letters of intent or term sheets, purchase/sale agreements, framework agreements, etc.
  • Formalising agreements complementary to the purchase/sale contract, such as shareholder agreements, collaboration agreements, service contracts, lease contracts, etc.
  • Coordinating the due diligence process.

Advice on restructuring or reorganizations processes of corporate groups.

At WIESELER Lawyers and Tax Advisers , we often encounter business groups that are inefficient in their management or taxation, or that have grown in a disorderly manner and need to streamline their structure.

Some of the most common objectives in a corporate restructuring or reorganization process are the following:

  • Designing an orderly corporate structure based, for example, on the business lines that the group is currently developing and those it may develop in the future, or on the geographical areas in which it operates.
  • Establishing a structure that favours the tax optimisation of the companies that make up the group.
  • Incorporating personal assets within a holding company.
  • Facilitating diversification and growth through the incorporation or acquisition of shares in new companies.
  • Facilitating divestment in businesses in an agile way, without affecting the remaining investments and minimising the tax cost.
  • Facilitating the continuity of family-owned businesses by allowing succession in the business.
  • Strengthening the financial structure of the corporate group.
  • Optimization of Wealth Tax and Inheritance Tax for the shareholders.

Based on the above, WIESELER Lawyers and Tax Advisers offers the following services in relation to the restructuring or reorganisation of business groups:

  • Preliminary study, with the aim of defining the most efficient corporate structure from an organizational and tax perspective, and analysis of the different alternatives to achieve such structure at the lowest possible tax cost. In this regard, at WIESELER Lawyers and Tax Advisers we examine the possible individual actions to be taken in each of the companies and by the shareholders, as well as their legal and tax implications, determining which operations are most advantageous.
  • Execution of the necessary corporate operations to achieve the structure determined in the preliminary study, with WIESELER Lawyers and Tax Advisers preparing all the documents related to the operation and coordinating with a notary for their notarization.

Other M&A and Corporate Services

Additionally, the professionals at WIESELER Lawyers and Tax Advisers have extensive experience in other legal and tax services related to M&A and corporate operations, such as:

  • Company incorporation.
  • Amendments and updates of bylaws and codes of conduct.
  • Advice on drafting and negotiating agreements between shareholders.
  • Legal and tax advice on the separation of shareholders, which is common in second and third generations of family businesses.
  • Share capital increases and reductions, as well as “accordion” operations (simultaneous reduction and increase of capital to restore equity balance).
  • Drafting of family protocols to regulate and harmonise relationships between the family that owns a company or business and the company itself, in order to ensure and guarantee its continuity.
  • Legal advice on protecting the interests of the company, its shareholders or its directors in situations of potential corporate conflict.
  • Joint venture agreements, strategic alliances, and other corporate operations.

Pau Pérez Blay

Law degree from the University of Valencia in 1997. Master in Corporate Law from Instituto de Empresa (Madrid).
He was a member of the legal advice department at Deloitte, a firm he left to join WIESELER Lawyers and Tax Advisers as a partner in 2007.

Pablo Bejarano Wieseler

Degree in Economics and Business Studies from the University of Valencia in 1993.
He began his career in tax consultancy in 1995 at the multinational firm Deloitte, where he worked until 2007, when he joined WIESELER Lawyers and Tax Advisers as a partner.

The professionals responsible for the M&A department at WIESELER Lawyers and Tax Advisers, who come from internationally renowned firms, have solid training, specialisation in M&A transactions and extensive experience in legal and tax advice, both nationally and internationally.