Negotiation and Completion of M&A Deals
We turn an agreed valuation into a contract that protects your interests. We negotiate the price, the structure and the warranties of the share purchase agreement (SPA) through to execution as a public deed before a notary, and from day one we build in the R&D&I tax deductions and public grants your company can use after the acquisition.
Article 106 LSC
Execution as a public deed before a notary, for full legal effect
Is this right for your deal?
We work alongside sellers and buyers of industrial SMEs who have agreed a valuation and need to turn it into a firm, well-protected contract.
Who it is for
- Industrial SMEs that have agreed a valuation and need to turn it into a firm contract
- Sellers who want to defend the price and limit their liability after the sale
- Buyers who need to protect their investment with solid warranties
- Deals where the parties disagree on price and an earn-out can bridge the gap
What it covers
- Negotiation strategy and defence of the agreed price
- Drafting and review of the share purchase agreement (SPA)
- Design of earn-outs, price adjustments and deferred payment mechanisms
- Negotiation of representations, warranties and indemnities
How far we go
- Agreement of the final contract terms (signing)
- Coordination of the conditions precedent to completion
- Support at the execution of the public deed before a notary
- Verification of compliance with art. 106 LSC and effect against third parties
What Tecnocim adds
- An integrated tax view: related-party valuation under art. 18 LIS
- R&D&I tax deductions available after the purchase (art. 35 LIS)
- Identification of public grants to fund the integration phase
- A real industrial perspective, not only a legal or financial one
How we work
1. Agreeing the framework and the letter of intent
We start from the agreed valuation and set the key terms — price, structure, exclusivity, timetable — in a term sheet or letter of intent (LOI) that will guide the whole negotiation that follows.
2. SPA negotiation and price defence
We draft and negotiate the share purchase agreement: price defence, adjustments, earn-out mechanisms and conditions precedent, balancing the risks between buyer and seller with the flexibility that freedom of contract allows.
3. Representations, warranties and indemnities
We negotiate the scope of the representations and warranties and the indemnity regime, allocating responsibility for accounts, tax, contracts and litigation to protect our client's interests.
4. Signing and execution of the public deed
We coordinate signing and closing, verify that the conditions have been met and support the execution of the public deed under art. 106 LSC, leaving the post-acquisition tax and grant opportunities ready to use.
The pieces we negotiate
The SPA is an atypical contract with no specific statutory regime in Spain: it is governed by the principle of freedom of contract. We look after every clause that allocates the value and the risk of the deal.
Earn-out
Variable payment linked to results
Price and payment mechanisms
Defending and structuring the agreed price
- Price defence and adjustments (locked box / completion accounts)
- Earn-out: deferred payment tied to the future results of the business
- Arm's length market value between related parties (art. 18 LIS)
Reps and warranties
Representations and warranties
Warranties and risk allocation
A balanced allocation of risk between the parties
- Representations and warranties on accounts, assets and litigation
- Indemnity regime: caps, time limits and de minimis thresholds
- Conditions precedent to completion
Article 106 LSC
Execution as a public deed before a notary
Completion and value capture afterwards
From signing to post-deal value capture
- Signing, closing and execution of the public deed (art. 106 LSC)
- R&D&I tax deductions available after the purchase (art. 35 LIS)
- Public grants to fund the integration
Have you agreed a valuation and need to close the deal?
Request an initial consultation without commitment. We review your deal and support you through the SPA negotiation up to the signing before a notary.
Request a consultationWithout commitment — first meeting in person or by video call
Other M&A and business transfer services
Due Diligence
A thorough review of the target company before the deal is closed.
Information Memorandum
A professional information memorandum, written to attract buyers.
Buyer Search
Identifying and approaching qualified potential buyers.
Post-Merger Integration (PMI)
Managing the integration after the merger or acquisition, to capture the synergies.
See all M&A services
Discover the full process of buying, selling and transferring industrial companies.
Results that back our work
+400
Companies advised
+30
Years of experience
91%
Success rate
Frequently asked questions about M&A negotiation and completion
The SPA (share purchase agreement) is the document that closes the deal, where buyer and seller set out all the final terms in legally binding form. In Spain it is an atypical contract with no specific statutory regime: it is governed by the principle of freedom of contract and draws heavily on Anglo-Saxon drafting practice. That is why the way it is drafted and negotiated decides how well each party is protected.
Yes. Article 106 of the Ley de Sociedades de Capital (the Spanish companies act) requires the transfer of holdings in an S.L. (the Spanish private limited company) to be recorded in a public document, that is, in a deed before a notary. Execution as a public deed does not itself constitute the transfer — a private contract is not void on its own — but the notarial formality is needed for the deal to have full effect against third parties.
They are contractual statements in which the parties confirm that certain facts are true: the accuracy of the accounts, clear title to the assets, the absence of undisclosed litigation, tax and employment compliance, or the validity of the material contracts. They build confidence and, above all, allocate the risks of the deal between buyer and seller, normally alongside an indemnity regime.
An earn-out is a deferred, variable payment that depends on the acquired company reaching agreed future results. It is particularly useful when buyer and seller disagree on the valuation: it brings the two sides closer by tying part of the price to how the business actually performs. It must be drafted precisely — metrics, deadlines and control of management — to avoid later disputes.
If buyer and seller are related parties, article 18 LIS, the Spanish corporate income tax act, requires the deal to be valued at arm's length market value. That shapes the defence of the price and means the valuation must be supported by solid criteria to avoid later tax adjustments. This is why we bring the tax perspective in from the negotiation stage.
This is where we are different. Many acquired industrial SMEs carry on doing R&D and innovation work that can generate tax deductions under article 35 LIS (the Spanish corporate income tax act). At Tecnocim we design the deal with the post-deal phase already in mind: we identify the deductions that can be used and the public grants available to fund the integration and the growth that follows.
We stay involved from the moment the negotiating framework is agreed (term sheet) through to signing and the execution of the public deed before a notary. We negotiate the SPA, the representations and warranties, the earn-outs and the price adjustments, coordinate the conditions precedent to completion and verify that the legal requirements are met. And unlike a purely legal adviser, we leave the post-purchase tax and grant opportunities ready to use.
Shall we talk about completing your deal?
Request an initial consultation without commitment. We review your deal and set out how to protect your interests up to the signing before a notary.
Request a consultation
