18/09/2018 Private Equity
AGM Abogados has longstanding experience in advising venture capital organisations and their investment funds of all kinds (business angels, seed/venture capital, private equity, family offices) in buying and selling companies or assets.
Our services cover all kinds of processes: from the typical M&A operations to beauty contest auctions and purchases of companies in special situations (insolvency or compounding with creditors).
We also handle the documents required and all the legal work for carrying out the purchases: Non-Disclosure Agreements (NDA), Letters of Intention (LOI), Memorandums of Understanding (MoU), agreements for purchase and sale of companies and businesses (SPA and APA) and Representations and Warranties (R&W) amongst others. Lastly, we also give advice in all the stages of the venture capital’s life: identification of companies with potential, entry, development and exit.
In entry, we create the corporate structure required for each type of operation, seeking the best corporate and tax formulas for the specific situation and in the event of the venture capital entity not acquiring 100% of the capital of the target company, we prepare the documents required for regulating relations with partners, such as corporate articles of association and shareholders agreements governing such matters as pre-emption rights, anti-dilution mechanisms, clauses on supervening financing, drag along and tag along clauses, distribution of dividends, non-competition, etc.
To make sure that the investment gets the best possible returns, at AGM Abogados we create Corporate Governance structures for firms to work with the best practices to the very highest standards. We also design all kinds of incentive plans to involve the management team in the development of companies, such as stock options and phantom shares.
In the development stage, AGM Abogados usually advises its national and international clients by having one of its members participate on the Board of Directors, providing legal and strategic knowledge, as a result of our experience in a large number of sectors, which include Energy, Food & Drink Producers, Health Care, Technology, Travel & Leisure and Financial Services.
Lastly, in the disinvestment stage, we help our client to protect their profitability by preparing the sale according to the best terms as seller.