Corporate Law and Commercial Contracts

Garrigues’ Corporate/Commercial Law Department is considered one of the most prestigious and widely acclaimed in the legal services industry. We have played a prominent role in the development of Iberian corporate/commercial law and we provide recurring corporate/commercial advice to companies of all nationalities.

Our knowledge of the domestic and international markets, coupled with our client-centric approach and the expertise of our professionals enables us to advise companies on all areas of corporate/commercial law, offering a comprehensive solution to their legal needs: in particular, Garrigues focuses on offering its clients practical and bespoke solutions, taking into consideration the context in which they pursue their activities and the jurisdictions in which they operate, providing a global, long-term vision, without losing sight of potential reputational and other legal risks that the client may face in the future.

The quality of our services and our ability to respond has earned us the trust and loyalty of local and international clients alike; similarly, our frequent participation in all kinds of domestic and international transactions, in local and emerging markets, providing innovative solutions to extraordinarily complex technical issues, has earned us the recognition of the international legal community. Prestigious directories and specialist publications highlight the preeminence of Garrigues’ corporate/commercial practice and its professionals in their annual rankings.

Corporate law

We provide comprehensive advice on corporate law matters to listed and unlisted companies from the very outset, on their incorporation and up to the extinguishment of their legal personality, providing recurring advice and assistance and seeking solutions to any legal needs that may arise in their day-to-day operations.

Our advice includes professional support in tasks such as the formation of companies; the reform and update of bylaws and internal regulations; capital increases and reductions; analysis of the legal issues relating to the transferability of shares or interests; and, in general, support for, or direct performance of, company secretary duties for boards of directors and other corporate governing bodies.

Our expertise also extends to negotiating shareholder agreements; legal or contractual issues relating to the composition and appointment of the managing bodies; dividend policies; remuneration systems for directors and senior managers; transfer abroad of the registered office; changes in corporate form; participation in national and international business restructuring processes (mergers, spin-offs, global transfers of assets and liabilities); the issue of bonds and debentures; and the negotiation of deadlock resolution clauses and clauses defending the interests of the company, its shareholders or directors in situations of potential corporate conflict.

National and international commercial contracts

The corporate/commercial practice, given its multidisciplinary approach, is highly specialized in providing clients with global, practical and tailor-made solutions to their day-to-day or strategic legal requirements in relation to national and international commercial contracts.

We participate in the preparation, negotiation, analysis and interpretation of business contracts, irrespective of the area of activity or their legal nature, terms and conditions, endeavoring at all times to simplify the inherent complexity of commercial transactions, taking care of the client beyond the commercial transactions themselves, at each stage of their business activities.

Corporate governance

We specialize in advising enterprises, particularly national and international listed companies, financial institutions and other agents acting in the securities markets (and other companies operating in regulated industries) on rules of good governance and on their adaptation to and compliance with the codes and recommendations made in this area. We have a dedicated service line for this area. For more information see the Corporate Governance & Corporate Social Responsibility industry group.

Legal rankings

Chambers 2015:

Band 1 In M&A the office saw partner Alvaro Valle relocate to its office in Peru. “Prompt, efficient and accurate,” says one client while another says the team “provided a fantastic service” that was “quick, very professional and practical”.

In one standout deal the team advised Ono’s principal shareholders Providence Equity Partners, CCMP, THLee and Quadrangle on a 100% sale of shares in Grupo Corporativo to Vodafone for €7.2 billion, signed in March 2014. The deal marks one of the biggest M&A transactions in Europe in recent years and is a big consolidation in the Spanish telecoms market.

Another notable deal saw the firm advise General Atlantic and Warburg Pincus on the Spanish aspects of their acquisition of half of Banco Santander’s global asset management arm, valuing it at €2.76 billion. The firm collaborated with global counsel Cleary Gottlieb Steen & Hamilton. The team also advised Apollo Global Management on its €1.6 billion acquisition of Evo Bank, part of the nationalized A Coruna based NCG Banco. The deal was the first time ever that a fund has succeeded in acquiring control over a Spanish deposit-taker.

Leading Lawyers: Fernando Vives, Mónica Martín de Vidales, Alvaro López-Jorrín

Legal 500 2014: band 1

Chambers Global 2015 and Chambers Europe 2014: band 1 in Corporate and M&A

Chambers:“ We keep coming back to this corporate team because we are guaranteed top-notch, solution-driven legal advice”.