Best Acquisition / Leveraged Finance Lawyers in San Isidro

About Acquisition / Leveraged Finance Law in San Isidro, Spain

Acquisition and leveraged-finance transactions in San Isidro follow the same legal framework that applies across Spain, combining corporate, commercial, banking, tax and insolvency rules. Typical transactions include leveraged buyouts, asset or share acquisitions financed largely with debt, syndicated loans, bond issuances and complex security packages that secure lenders with rights over shares, receivables, real estate and other assets.

Legal work focuses on structuring the debt and security package, ensuring enforceability of guarantees, compliance with corporate formalities, resolving tax and regulatory issues, managing intercompany and shareholder arrangements, and planning for insolvency scenarios. Local formalities often include notarised deeds, filings at the provincial Registro Mercantil and registrations of real estate or movable assets at the Registro de la Propiedad and Registro de Bienes Muebles.

Why You May Need a Lawyer

Acquisition and leveraged-finance deals are legally and commercially complex. A specialised lawyer helps manage legal risk and protect your interests in key situations:

- Structuring the transaction to comply with Spanish corporate law and tax rules so the financing is effective and interest is deductible where possible.

- Drafting and negotiating loan agreements, intercreditor agreements, security documents, guarantees and covenants tailored to the parties and assets involved.

- Conducting or advising on legal due diligence to reveal hidden liabilities, title issues, litigation risks, employment obligations and regulatory constraints.

- Advising on security and registration strategies - for example, pledges of shares, mortgages on real estate, pledges or mortgages on receivables and registration requirements to perfect security.

- Handling cross-border elements such as foreign lenders, assets located outside Spain, or subsidiaries in different jurisdictions.

- Managing enforcement and restructuring - issuing enforcement steps, pursuing remedies in court, or advising during insolvency procedures under the Ley Concursal.

Local Laws Overview

Key legal regimes and practical points relevant to acquisition and leveraged-finance work in San Isidro include the following.

- Corporate law. The Ley de Sociedades de Capital governs company formation, directors duties, distributions and corporate approvals. Lenders and acquirers must respect capital maintenance rules, shareholder pre-emption rights and quorum requirements for corporate acts.

- Commercial and civil law. The Código de Comercio and Código Civil set general contract, guarantee and commercial obligations. Spanish contract law standards affect interpretation, breach, remedies and limitation periods.

- Security and registration. Spanish law recognises mortgages, pledges, assignments and other security devices. Security over real estate must be registered at the Registro de la Propiedad. Pledges over movable assets and certain security over receivables can require inscription in the Registro de Bienes Muebles or specific registries to be effective against third parties. Pledges of shares and corporate guarantees often need relevant entries in the Registro Mercantil and company books.

- Guarantees and suretyship. Personal guarantees, bank guarantees and sureties are common. Spanish law has specific formal and substantive rules for fianza and aval arrangements; enforceability depends on formalities and whether the guarantee is independent or accessory to the underlying obligation.

- Insolvency. The Ley Concursal governs restructuring and insolvency processes. In an insolvency, secured creditors generally rank ahead of unsecured creditors but the procedure imposes specific timelines and potential cram-downs. Lenders must consider how enforcement strategies will interact with insolvency remedies and the role of the administrador concursal.

- Tax. The Ley del Impuesto sobre Sociedades and related regulations affect interest deductibility, thin-capitalisation considerations and transfer pricing. Spain has implemented EU anti-tax avoidance measures that can limit interest deductibility in certain related-party or high-leverage structures.

- Financial regulation. Borrowers that are financial institutions, or transactions that result in regulated securities issues, may trigger supervision by Banco de España or the CNMV. Compliance with anti-money-laundering rules, including client identification and reporting obligations, is mandatory for financial intermediaries.

- Local procedures. Notarial deeds are commonly used for share transfers and mortgages. Legal proceedings and filings are carried out through local courts and registries - for enforcement or formal registration you will work with the provincial Registro Mercantil, local Notary Publics and the competent Juzgado de lo Mercantil where corporate or insolvency litigation occurs.

Frequently Asked Questions

What is leveraged finance and how does it differ from regular corporate borrowing?

Leveraged finance means using a significant amount of debt, often secured, to acquire a company or fund a transaction. The borrower is typically the target or a new acquisition vehicle. This differs from regular corporate borrowing by higher leverage levels, complex security and intercreditor structures, tighter covenants and a greater focus on enforcement and restructuring scenarios.

Can lenders take security over shares and assets of Spanish companies?

Yes. Lenders commonly take pledges of shares, mortgages on real estate and assignments or pledges of receivables and bank accounts. The formality and registration required depends on the asset type. Registration in the Registro Mercantil, Registro de la Propiedad or Registro de Bienes Muebles may be necessary to perfect rights against third parties.

Are there restrictions on debt push-downs or intra-group financings?

Push-down of debt to a Spanish subsidiary is possible but must respect corporate law, tax deductibility rules and creditor protections. Excessive leverage might trigger tax limitations on interest deductibility or give rise to minority shareholder claims if distributions or value transfers breach duties. Tax and corporate advisers should be involved when structuring intra-group debt.

What are typical covenants in a leveraged loan under Spanish law?

Typical covenants include financial covenants tied to EBITDA, leverage ratios, restrictions on additional indebtedness, negative pledge clauses, restrictions on dividend distributions, change-of-control provisions and obligations to provide information. The exact content is negotiated and expressed in the loan agreement and related security documents.

How is enforcement carried out if the borrower defaults?

Enforcement can be judicial or, where permitted, out-of-court. Secured creditors often enforce mortgages through judicial foreclosure or public auction and may enforce pledges via contractual sale mechanisms. In practice, many lenders seek negotiated restructurings before full enforcement. Insolvency proceedings under the Ley Concursal can affect priorities and timing.

Do I need a notary for share transfers or security documents?

Notarial deeds are commonly used for transfers of title in certain cases, real estate transactions and mortgages. Share transfers in limited liability companies can often be executed by private documents but may require notarialisation depending on the company form and the buyer-seller agreement. A lawyer will advise when a notary is needed to ensure enforceability.

How are guarantees and personal sureties treated in Spain?

Guarantees such as fianza and aval are recognised and enforceable. Their scope and formalities matter - accessory guarantees depend on the underlying obligation, while independent guarantees can be enforced directly. Guarantees from individuals may be limited by insolvency and consumer protection rules if the guarantor is a consumer.

What tax issues should buyers and lenders consider in an LBO?

Key tax issues include interest deductibility rules, stamp duties or transfer taxes on asset transfers, VAT on services, and potential transfer pricing concerns for intra-group financing. Spain applies interest limitation rules and has rules on hybrid mismatches and anti-abuse measures that can affect highly leveraged structures.

How long does it take to close a typical leveraged acquisition in Spain?

Timelines vary with complexity. A straightforward deal with a single lender may close in a few weeks. Complex syndicated financings, cross-border issues, or significant security registrations and regulatory approvals can extend the timeline to several months. Early planning and coordination with notaries and registries reduce delays.

How do I choose the right local lawyer for acquisition and leveraged finance work?

Look for lawyers with specific experience in leveraged transactions, corporate finance, security enforcement and insolvency. Practical experience with local registries, notaries and courts in your province is valuable. Ask about past transactions, approach to due diligence and ability to coordinate tax and accounting advisors. A first meeting or engagement letter should clarify fees, timelines and deliverables.

Additional Resources

Below are the types of organisations and public bodies that are helpful when dealing with acquisition and leveraged-finance matters in Spain. Contacting the relevant body or consulting their materials will provide authoritative guidance for specific procedural or regulatory questions.

- Registro Mercantil of the relevant province for company registration and filings.

- Registro de la Propiedad and Registro de Bienes Muebles for registration of real estate and certain movable asset securities.

- Juzgados de lo Mercantil for corporate and insolvency litigation in the relevant jurisdiction.

- Ministerio de Justicia and its registers for formalities and the Registro Público Concursal.

- Banco de España for banking supervision matters and guidance affecting lenders and regulated entities.

- Comisión Nacional del Mercado de Valores for public securities and regulated market issues.

- Agencia Tributaria for tax rulings, information and filings related to corporation tax and transfer taxes.

- Local Colegio de Abogados for lawyer referrals and professional conduct information in your province.

- Notaries and the Consejo General del Notariado for notarial practice and formal deed requirements.

- Professional advisers such as tax advisors, accountants and financial consultants specialising in leveraged deals.

Next Steps

If you need legal assistance with an acquisition or leveraged-finance matter in San Isidro, consider the following practical next steps.

- Gather key documents. Prepare target company corporate documents, financial statements, tax filings, existing loan and security documents, property titles and any litigation or regulatory correspondence.

- Arrange an initial legal consultation with a lawyer specialising in acquisition and leveraged finance. Use that meeting to discuss deal structure, timing, major risks and an engagement plan.

- Commission legal due diligence. A focused due diligence will identify title defects, contingent liabilities, employment issues and contractual restrictions that could affect financing and value.

- Coordinate tax and accounting advice. Early tax analysis helps optimise interest deductibility and avoid unexpected fiscal exposures that can derail a transaction.

- Negotiate a term sheet or heads-of-terms that sets out the principal commercial and covenant framework before drafting long-form agreements.

- Prepare for formalities. Plan for notarised deeds, necessary registrations at the Registro Mercantil and property registries, and timing for lender conditions precedent.

- Budget for costs and timeline. Legal, notarial and registration costs, together with lender fees and potential regulatory approvals, should be estimated and included in project planning.

- Consider local language and translation needs. Ensure negotiation and final contracts are clear on governing law and language for interpretation and dispute resolution.

Engaging experienced local counsel early reduces risk, speeds execution and improves the likelihood of a successful closing. If you are unsure where to start, contact the provincial Colegio de Abogados for referrals to lawyers with acquisition and leveraged-finance experience.