Legal and strategic advice for decisions that affect a company's capital, control and direction.
Services
Services
Services
Services
Services
Services
Shareholders’ agreements and articles of association; rights, majorities and decision-making rules; the functioning of general meetings and boards; board secretarial services and advice; prevention and management of shareholder disputes.
When the relationships between shareholders or the functioning of the company’s governing bodies need to be set out or reviewed.
Acquisitions and sales of companies, shareholdings, assets and business units; investments and divestments; capital increases and corporate reorganisations. Structuring, negotiation and documentation of the transaction through to signing and closing, including private equity and venture capital deals.
Ahead of an acquisition, a sale, the entry of an investor or a reorganisation of the company or the group.
Appointment, continuity and departure of CEOs, senior executives, directors and partner-managers. Coordination of the office, the contractual relationship, remuneration and, where appropriate, equity participation, together with the necessary corporate agreements.
When a hire, a succession or a departure affects management, the board or the executive’s stake in the company.
Drafting and negotiation of supply, distribution, services, licensing, agency and technology agreements —including SaaS—, as well as collaboration agreements and national and international strategic alliances. Definition of obligations, risks, exclusivity and termination terms.
Before taking on a significant commitment, starting a strategic collaboration or renegotiating a commercial relationship.
Approach
Understand the business objective and the parties' positions.
Identify the risks and the real scope for negotiation.
Set out alternatives and a sound, workable legal strategy.
Negotiate, document and implement.
The entry of new investors or a funding round requires negotiating the investment terms, shareholder rights and the company's governance rules.
M&A and corporate transactionsThe purchase, sale or integration of a company or business unit requires the transaction to be structured and its terms negotiated through to completion.
M&A and corporate transactionsA strategic alliance or a distribution, licensing or commercial collaboration agreement requires defining the parties' obligations, the allocation of risk and the terms for continuing and terminating the relationship.
Contracts and alliancesThe shareholders' agreement or articles of association need to adapt as the company and its capital evolve: shareholder rights, governing bodies, majorities and reserved matters.
Shareholders and governanceThe departure or replacement of a CEO, a board member or an executive who is also a shareholder requires coordinating the end of their duties, the terms of separation and, where applicable, any agreements on their shareholding.
Executives and directorsDisagreements among shareholders or within the board of directors are blocking important decisions. A legal and negotiation strategy is needed to resolve the conflict and break the deadlock.
Shareholders and governance
A lawyer with 25 years of experience in corporate law, M&A and commercial negotiations. She has advised companies, shareholders, investment funds and boards of directors, including as board secretary and legal adviser.
She co-founded ECIJA’s Barcelona office, where she was a partner in the Corporate/M&A practice and helped grow the office to 60 professionals.
She has practised in Barcelona and London and has advised Spanish and foreign companies and investors on domestic and cross-border transactions involving counterparties from Europe, the Americas, Asia and the Middle East. Since the start of her career she has worked closely with international law firms and coordinated matters spanning different jurisdictions.
Collaboration with specialists from other disciplines and jurisdictions, as each matter requires.
