The International Comparative Legal Guide To

Mergers & Acquisitions 2011

A practical cross-border insight into mergers & acquisitions
Published by Global Legal Group with contributions from: Albuquerque & Associados Arzinger Ashurst LLP Bech-Bruun Boss & Young, Attorneys at Law Brando Teixeira Sociedade de Advogados Cardenas & Cardenas Abogados Cravath, Swaine & Moore LLP Debarliev, Dameski & Kelesoska Attorneys at Law Dittmar & Indrenius Elvinger, Hoss & Prussen Eubelius Fenech Farrugia Fiott Legal Garrigues Georgiades & Pelides LLC Gide Loyrette Nouel Goltsblat BLP Guyer & Regules Herbert Smith LLP Kalo & Associates Koep & Partners Lenz & Staehelin Mannheimer Swartling Advokatbyr AB Meitar Liquornik Geva & Leshem Brandwein Nishimura & Asahi Pachiu & Associates PRA Law Offices Schoenherr Selvam LLC Skadden, Arps, Slate, Meagher & Flom LLP Slaughter and May Steenstrup Stordrange DA Stikeman Elliott LLP SZA Schilling, Zutt & Anschutz Udo Udoma & Belo-Osagie uri i Partneri law firm

Chapter 38

Spain
Garrigues

Fernando Vives

Rafael Gonzlez-Gallarza

1 Relevant Authorities and Legislation

1.1 What regulates M&A?

1.3

Are there special rules for foreign buyers?

Directive 2004/25 of the European Parliament and of the Council of 21 April 2004 on takeover bids (the Takeover Directive). The Takeover Directive has been implemented in Spain through Act 6/2007 of 12 April, amending the Securities Market Act 24/1988 of 24 July (the LMV) on takeover bids and transparency of issuers and Royal Decree 1066/2007 of 27 July, on the legal regime for takeover bids (the Royal Decree). Some further regulations on minor issues, such as the exact wording of some of the legal documentation to be prepared in a takeover process, have been published by the Spanish securities regulator, the Comisin Nacional del Mercado de Valores (the CNMV). The new regime (the New Regime) has been fairly well fixed now. Other relevant statutes that affect takeover bids are Legislative Royal Decree 1/2010, of 2 July 2010, enacting the Capital Companies Act (the CCA) and the Competition Act 15/2007 of 3 July. Special attention should also be paid to sector-specific legislation, since the activity of the target company could result in regulatory obligations (for instance, in sectors such as utilities, financial services or media).
1.2 Are there different rules for different types of public company?

Pursuant to Royal Decree 664/1999, of 23 April 1999, on the legal regime for foreign investment in Spain, foreign investments in listed securities must be declared on the Investments Register at the Ministry of Economy and Finance for administrative, statistical or economic purposes. There are limits on foreign investment in certain sectors, such as national defence, air transport and radio broadcasting.
1.4 Are there any special sector-related rules?

There are certain sector-specific laws (such as the gaming, audiovisual, insurance, banking and energy sectors) which, on general interest grounds, require administrative authorisation to be obtained where the bidder plans to acquire a significant holding, which is generally defined as 5% (or any multiple thereof) of the capital of any company in these regulated industries. However, in the financial sector Spain has implemented the new European legal framework which sets minimum thresholds at 10%. Under the New Regime, it is not necessary to have applied for or to have obtained the above administrative authorisations to be able to file the takeover bid with the CNMV, but the CNMV will not authorise the bid until the authorisations are actually granted. The bidder shall not be entitled to exercise the voting rights related to the securities acquired until the authorisation is granted by the competent body.
1.5 What are the principal sources of liability?

The New Regime applies to the acquisition of securities in: (i) companies listed in Spain with a registered office in Spain; (ii) listed companies without a registered office in Spain and whose securities are not listed in the European Union Member State in which they have their registered office, in the following events: (a) when the securities are only listed in Spain; (b) when the securities were first listed in Spain; (c) when the securities are simultaneously listed in more than one European Union Member State in Spain and the listed company has decided to do so by means of a notification filed before with the CNMV and/or other national securities governing bodies, the first day of the securities listing admission; and (d) when on 20 May 2006 the securities have already been simultaneously listed in more than one European Union Member State and in Spain, and the CNMV or the listed company, as the case may be, have decided to apply Spanish law; and (iii) listed companies with a registered office in Spain and whose securities are listed outside Spain.

The infringement of the legislation on takeovers could lead to: (i) the bidder not being entitled to exercise the voting rights of shares held in the target company; (ii) the possibility that the CNMV will contest the resolutions adopted by the managing body of the target; and (iii) the imposition of a penalty by the CNMV. The penalty could take the form of a fine of not less than the same amount and not more than five times the gross profit obtained as a result of the acts or commissions constituting the infringement, or up to 5% of equity in the case of a company. Liability also arises when the bidder fails to comply with the obligations provided for in the legislation on market abuse or distortion of the free formation of prices.

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2 Mechanics of Acquisition
3
2.1 What alternative means of acquisition are there?

accompanied by a bid prospectus explaining the bid. The CNMV will notify the parties that the bid has been cleared or request additional information. Notice of the bid must be published, and made available to the general public. A report must be issued by the targets board of directors, expressly stating whether any agreement exists between the target company and the bidder, or between the bidder and the members of the targets managing body, and whether or not the members of the managing body who hold the securities in question intend to accept the bid. The bid has to be accepted and the results published. The bid has to be settled.

4 5

Due to their nature, takeover bids are classed as: (i) voluntary takeover bids, which enable the acquisition of a set volume of securities (100% or a number below 100%), outside usual stock exchange trading procedures, in accordance with the procedure established for mandatory takeover bids; and (ii) mandatory bids, where the existence of certain circumstances forces the acquirer to launch a takeover bid after the acquisition of a significant holding in the capital of the target company. Under the New Regime, a mandatory bid must be launched for 100% of securities, addressed to all of their holders at an equitable price, where control over a listed company is acquired (by means of the acquisition of securities, side agreements or the like). For these purposes, control is deemed to be acquired where a percentage of voting rights equal to or greater than 30% is obtained. A bid is also mandatory where a person has designated more than half of the directors of the target within 24 months. Mandatory bids shall not be compulsory whenever the control of the target company has been acquired following a voluntary bid for all of the securities, addressed to all the holders, at an equitable price (as defined in question 2.5). The CNMV may exempt someone having exceeded the 30% threshold from launching a bid if another party or group of concerted parties holds a higher stake. Those companies which, at the moment of entry into force of the New Regime, hold a voting rights percentage in a listed company equal or superior to 30% and less than 50%, shall be obliged to follow the mandatory bid procedure if, after the entry into force of the New Regime, any of the following circumstances are present: a) the acquirer obtains securities of the target company, increasing its participation up to, at least, 5% in a 12-month period; or the acquirer obtains a voting right percentage equal to or greater than 50%.
What advisers do the parties need?

6 7

Where applicable, the following would be additional hurdles: clearance from the antitrust authorities and the relevant administrative authorisation from the competent agency, whenever a significant holding has been acquired in a listed company that operates in a regulated sector.
2.5 How much flexibility is there over deal terms and price?

In the case of voluntary bids launched for all or part of the securities of the target company, the price shall be freely set by the bidder. However, the bid shall usually be made at an equitable price in order to avoid the obligation to launch a subsequent mandatory takeover bid, as further explained in question 2.1 above. Mandatory takeover bids shall be launched at an equitable price. The equitable price shall be the highest price paid for the same securities by the bidder, or by persons acting in concert with him/her, over a period of 12 months. Such price may be modified by the CNMV under certain limited circumstances. The price must ensure equal treatment of all holders of securities in the same circumstances (equal treatment principle). The bidder may offer a consideration consisting of securities, cash or a combination of both. In mandatory bids a cash alternative is always necessary.
2.6 What differences are there between offering cash and other consideration?

b)

2.2

The parties may be advised by the following: (i) brokers (agencias de valores) or broker-dealers (sociedades de valores), acting on behalf of the bidder; (ii) an independent expert in certain cases (the consideration offered by the bidder consists of securities; and/or in the case of certain competing takeover bids) (iii) an investment bank; and (iv) legal advisors, who will draft the necessary legal documents.
2.3 How long does it take?

If the consideration consists of securities, the prospectus must include: (i) financial information on the issuer; (ii) the rights and obligations attaching to the securities; and (iii) a valuation by an independent expert which supports the value of the securities offered, except where the offered securities are or will be traded in the EU. Where the consideration offered by the bidder does not consist of liquid securities admitted to trading in the EU, it shall include a cash alternative. In addition, the bidder shall be obliged to offer a cash consideration, at least as an alternative, if, during the 12 months before the launch of the takeover bid, the bidder has purchased cash securities carrying 5% or more of the voting rights in the target company.
2.7 Do the same terms have to be offered to all shareholders?

The normal timetable for a takeover bid ranges from 90 to 120 days, as from the submission of the takeover bid prospectus to the CNMV. The timetable for obtaining authorisation from the competent regulatory agency is usually longer if the bid relates to a company that operates in a regulated sector.
2.4 What are the main hurdles?

Acquisition of control (as defined in question 2.1) over the listed company by the bidder (only in cases of mandatory bids). The bid has to be submitted to the CNMV for clearance,

Under the equal treatment principle, takeover bids must ensure equal treatment to all holders of securities in the same circumstances.

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2.8 Are there any limits on agreeing terms with employees?

Spain
2.14 When does cash consideration need to be available?

There are no specific limits on agreeing terms with employees. The report of the managing body of the target company must include their views on the effects of the implementation of the bid and the bidders strategic plans on the target companys employment. Where the board of the target company receives in good time a separate opinion from the representatives of its employees on the effects of the bid on employment, such opinion shall be attached to the document.
2.9 What documentation is needed?

Cash consideration, as the only or at least as an alternative consideration, is needed in the following cases: Where the offeror (or parties acting in concert with him) have bought for cash in the last 12 months more than 5% of the shares in the target company. Where the offer is mandatory because control over the target has been reached (see question 2.1). Where another consideration is offered, except where such other consideration consists of securities that are traded or will be traded on a regulated exchange in the EU.

Spain

Along with the bid application, the bidder must submit the bid prospectus containing all the legal and economic terms of the bid, a document evidencing the cash guarantee provided for the bid, copies of any applications for any other administrative authorisations that may be required, valuation reports on the consideration if applicable, a certificate evidencing that the shares in the target owned by the bidder, if any, have been frozen and may not be transferred, and specimens of the notices to be published. In addition, if the bidder is a legal person, it must provide a certificate of the resolution by its managing body on the takeover bid and a certificate from the Commercial Registry and from the auditors.
2.10 Are there any special disclosure requirements?

3 Friendly or Hostile
3.1 Is there a choice?

Hostile bids are permitted in Spain. Bids are considered friendly where the bidder has the backing of the managing body or executives of the target company, and hostile where this is not the case.
3.2 How relevant is the target board?

In the bid prospectus, the bidder must include information on its activity and economical/financial position, identifying its property, turnover, total assets, debt and results. If the bidder belongs to a group, the annual accounts of the consolidated group should also be included.
2.11 What are the key costs?

The report by the targets board of directors is an important document in the process and can influence the decision taken by the shareholders. From the time of publication of announcements of the offer and until the publication of the results of the bid, the board and managers of the target and of the companies belonging to the same group as the target must not engage in any transactions or acts (except for the search of other offers) that could cause the failure of the bid, without approval from the General Meeting.
3.3 Does the choice affect process?

The key costs incurred by the bidder in a takeover bid are as follows: (i) advisors fees (investment banks, lawyers, independent experts); (ii) CNMV charges; (iii) financial cost of cash guarantees; and (iv) internal costs.
2.12 What consents are needed?

In a hostile takeover bid, the targets managing body is usually able to take certain defensive measures as indicated in sections 6 and 8 and will use its report to set out its arguments against the bid. However, in a friendly takeover bid, defensive measures are not usually taken and the report by the managing body of the target company will only contain the minimum information required by law. The time periods and procedures are the same in both scenarios, hostile and friendly. However, a defensive measure by the target by means of court appeals cannot be disregarded. In this respect, the process may be delayed if injunctive relief is granted.

The following consents are required: (i) resolution by the bidders board of directors to launch a bid; (ii) clearance of the bid from the CNMV; (iii) if appropriate, clearance from the competition authorities; and (iv) if the bidder intends to acquire a significant holding in a company that operates in a regulated sector, authorisation from the competent regulatory authority (e.g. the Office of the Secretary of State for Telecommunications and the Information Society, in the case of companies in the audiovisual industry; the Directorate-General of Insurance and Pension Funds, in the case of companies in the insurance industry; the National Energy Commission, in the case of companies in the energy sector; and the Bank of Spain, in the case of credit institutions).
2.13 What levels of approval or acceptance are needed?

4 Information
4.1 What information is available to a buyer?

There are no legal conditions for acceptance of the bid by the target company.

Listed companies must prepare and publish annual corporate governance reports and notify the CNMV of the execution, renewal or amendment of any side agreements governing the exercise of the right to vote at General Meetings or which restrict or impose conditions on the transfer of shares. This information is published on the CNMV website (www.cnmv.es), together with the Internal Regulations, relevant events, significant holdings and other information that may be useful to potential buyers. Information on key contracts subject to change of control clauses should also be available.

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In addition, any buyer can gain access to all public information contained at: (i) the Commercial Registry (annual accounts, directors and basic corporate information); (ii) the Land Registry (information on the real property owned by the company); and (iii) the Spanish Patents and Trade Marks Office (trademarks and patents owned by the company).
4.2 Is negotiation confidential and is access restricted?

Spain
set in the original or modified prospectus will automatically raise the bid price to the highest price paid. c. In the case of a voluntary bid subject to a certain level of acceptance if the bidder buys shares in the target, the condition will no longer be applicable.

In principle, confidential negotiations between the bidder and the target company are allowed, provided that they take place before the takeover bid is launched. However, the equal treatment principle should be considered in connection with the access to the targets information. Moreover, in accordance with Royal Decree 1333/2005, of 11 November 2005, implementing the LMV with respect to market abuse, negotiations already underway may be kept secret if the outcome of, or ordinary progress in, the negotiations could be affected by public disclosure of the information. However, as soon as any leak regarding the progress of the negotiations may result in manipulation of the share price of the target company, the bidder must make public its intention to launch a takeover bid for the company.
4.3 What will become public?

After the result of the bid becomes known. Where a mandatory or a voluntary takeover bid for 100% of the total shares of the target company is launched (whether or not the response to the bid is successful), the bidder can acquire securities in the target company at any time without being obliged to launch another takeover bid.
5.2 What are the disclosure triggers?

Changes in shareholding in a listed company have to be publicly disclosed where they increase or reduce the shareholding by: a. b. 3%, 5%, or successive multiples of 5% of share capital. 1%, or successive multiples thereof, where the acquirer resides in a tax haven or in a country which does not have a securities market regulator, or whose regulator refuses to exchange information with the CNMV. 1% if the company is the subject of a takeover bid.

c.

All acquisitions or transfers must be publicly disclosed, irrespective of the percentage, where they involve directors of listed companies.
5.3 What are the limitations and implications?

The bidder must disclose in the bid prospectus any agreements, express or otherwise, between the bidder and the members of the managing body of the target company. This information will also be included in the report by the targets directors. Additionally, the relevant information shall become public (by means of a notification to the CNMV as a relevant event) when it may result in a manipulation of the share price.
4.4 What if the information is wrong or changes?

There are no relevant limitations on, or any duty to disclose, the ability to make market purchases or otherwise accumulate shareholdings outside the general bid procedure, other than those described in questions 5.1 and 5.2 above.

6 Deal Protection
6.1 Are break fees available?

In general, takeover bids are irrevocable, although the Spanish legislation provides that the characteristics of a bid can be modified at any time up to the last seven business days envisaged for its acceptance, provided that the modifications improve on the terms of the original bid and respect the principle of equal treatment of all recipients of the bid at all times. Spanish law does not allow the bidder to withdraw its bid if the information available to it was incorrect. Furthermore, this possibility is precluded in practice, as the bidder is obliged to provide a bank guarantee to the CNMV for the entire amount involved in the bid.

The first bidder may agree with the target that he will receive from the target a break fee of no more than 1% of the entire consideration for his offer if one or more competing offers outbid the initial one. Such fee must be expressly approved by the target board and be recommended by the financial advisers acting for the target and made public in the prospectus of the offer.
6.2 Can the target agree not to shop the company or its assets?

5 Stakebuilding
5.1 Can shares be bought outside the offer process?

After the bid is launched. A distinction can be drawn between two different scenarios, depending on what consideration is offered for the securities targeted by the bid: a. Where the consideration consists of securities, or a mix of cash and securities, if the bidder acquires securities in the target company before the result of the takeover bid is published, it will be obliged to offer to all shareholders a cash consideration not lower than the highest price paid for the shares. Where the consideration consists exclusively of money, from the time of submission of the takeover bid to the CNMV until the publication of its result, the acquisition by the bidder of any securities targeted in the bid at a price higher than that

An agreement between the bidder and the target company so that their directors or executives do not actively seek a competing bid is, in principle, admissible in Spanish law. However, the Spanish legislation establishes that the managing body of the target company must ensure that the interests of the shareholders prevail over its own interests and refrain from disrupting the progress of the bid. In the light of this, if a third party makes a competing bid that qualitatively and quantitatively improves on the previous bid, the managing body will be obliged to support the better bid. With respect to the sale of assets, the managing body of the target company or of the entities belonging to its group are prevented from carrying out any activity that could frustrate or disrupt the successful response to a bid, except with the consent of the General Meeting of shareholders. An agreement between the bidder and the target company so that the sale does not take place would not be contrary to Spanish law.

b.

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6.3

Can the target agree to issue shares or sell assets?

8 Target Defences
8.1 Does the board of the target have to tell its shareholders if it gets an offer?

Spain

Once a bid has been launched, the managing body and the executives of the target or the managing bodies and the executives of the entities belonging to the same group cannot take any action that may frustrate of disrupt the successful response to a bid, with the exception of search for other bidders, without the prior consent of the General Meeting (through a resolution adopted by a special qualified majority). There is also the possibility of the target company agreeing not to apply such limitations where the bidder is not subject to equivalent restrictions.
6.4 What commitments are available to tie up a deal?

Depending on the outcome and process of the negotiations, the managing body of the target could be obliged to disclose this information to the market as a relevant event. Although, in general, the managing body of the target is not obliged to inform its shareholders of any negotiations with, or approaches made to, any potential bidder(s), in practice, the directors duty of loyalty to the shareholders that appointed them exercising the proportional representation right could lead to disclosure of such information to the shareholders.
8.2 What can the target do to resist change of control?

The managing body of the target may back the preferred bidder by recommending such bid as it deems most appropriate in its report. The managing body may also publish advertisements in the media backing the preferred bidder.

7 Bidder Protection
7.1 What deal conditions are permitted?

Where a takeover bid is compulsory, conditions are expressly prohibited. On the contrary, where it is voluntary, any condition may be imposed, provided that it is acceptable under Spanish law. In particular, the bidder may introduce in a voluntary takeover bid a certain minimum acceptance threshold as a condition precedent.
7.2 What control does the bidder have over the target during the process?

Among the anti-takeover measures that may be taken (before or during a takeover bid), the following are particularly noteworthy: (i) anti-takeover measures in the articles of association, such as: (a) the existence of redeemable shares; (b) conditions in the articles making the eligibility of directors conditional on fulfilment of certain requirements; and (c) a requirement of retirement by rotation within the managing body; and (ii) golden parachute antitakeover measures, such as: (a) certain poison pills, in an attempt to make the acquisition of the targets securities more costly for the bidder than initially planned; and (b) the sale of strategic assets of the target company (crown jewel defence). Most of these measures are subject to approval by the General Meeting of the target if an offer has been launched.
8.3 Is it a fair fight?

The bidder has no control over the managing body of the target company during the takeover bid procedure and, as a result, is completely vulnerable to any change that might affect the target and any lawful defensive measure against the bid which may be approved by the targets corporate bodies.
7.3 When does control pass to the bidder?

Takeover legislation includes a number of fair fight rules regulating competing takeover bids. Thus once a competing bid has been published, any declaration of acceptance of previous bids may be revoked and the acceptance period for all bids made extends up to the expiry date for the most recent competing bid. Moreover, a system for bettering bids is established, culminating in the submission of bids by competing companies to the CNMV in sealed envelopes.

Complete control of the target company passes to the bidder once: (i) the bid has been settled on terms satisfactory to the bidder; and (ii) a General Meeting has been called and held at the target company in order to appoint new members to the managing body.
7.4 How can the bidder get 100% control?

9 Other Useful Facts

9.1 What are the major influences on the success of an acquisition?

Traditionally, no sell-out/squeeze-out provisions were included in the Spanish legislation on takeover bids. However, the New Regime provides for the possibility of a squeeze-out/sell-out in respect of the holders of securities in the target that did not accept the bid. Therefore, the New Regime states that where, as a result of a takeover bid for all the securities, the bidder holds securities accounting for at least 90% of the voting share capital and the bid has been accepted by holders of securities accounting for at least 90% of the voting rights, other than those already held by the bidder: (a) the bidder may require the holders of the remaining securities to sell their securities at an equitable price; and (b) the holders of the securities may require the bidder to buy their securities at an equitable price.

In general terms, the major influences on the success of an acquisition are: (i) the consideration offered by the bidder to the shareholders of the target; (ii) the course of action followed by the managing body of the target; and (iii) whether or not a competing bid is made for the targets securities. Another possibly decisive factor for the success or failure of a takeover bid for a company operating in a regulated sector (insurance, banking, telecommunications, energy, etc.) is the bidders ability to make the right approach to the competent government agency and submit the necessary documents, in order to obtain clearance for the transaction from such agency.

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9.2 What happens if it fails?

Spain
were successful enough to reach the voting majorities required to amend the articles of the company, will no longer be valid. This change in law, which will take effect as of July 1 2011, has been preceded by a strong debate as to whether it will increase minority shareholders protection or, to the contrary, it will make it easier for potential buyers to take quasi control over the target without launching a tender offer. Another change affecting M&A in general which is very noteworthy is the adoption of a new legal regime governing the Spanish savings banks (Royal Legislative Decree 11/2010, of July 9 2010). The new regime purports to define the legal framework for the consolidation and recapitalisation of the Spanish savings banks whereby the vast majority of these credit institutions will merge to form a much reduced number of more efficient and solvent institutions. Some of these processes have adopted the form of legal mergers, whereas many others, known as SIPs (institutional protection schemes), will consist in the incorporation by the SIP members of a bank which will act as central entity and owner of all the banking assets and liabilities of the savings bank so grouped. The savings bank will remain only as shareholders in the new bank and as foundations in charge of applying the dividends they will receive to their traditional regional social and cultural activities. The new banks so created are meant to issue shares in the market and attract private capital in order to repay the tier 1 capital injected by the governmental rescue fund (the FROB).

10

Updates

10.1 Please provide, in no more than 300 words, a summary of any relevant new law or practices in M&A in Spain.

The most relevant change in the law governing public M&A in Spain in 2010 has been the prohibition of clauses restricting voting rights. Section 515 of the recast text of the Capital Companies Act approved by the Royal Legislative Decree 1/2010 of July 2 2010 says that in listed companies articles clauses that, directly or indirectly, establish on a general basis the maximum number of votes that may be issued by a given shareholder or companies in the same group will be void. A number of Spanish listed companies provided indeed in their articles that no shareholder, irrespective of the actual number of shares it held, could vote in excess of a certain percentage (usually 10%) of the overall existing voting rights. This defence, which obliged potential bidders to ensure that their bids

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If a takeover bid is unsuccessful, the bid will be rendered null and void and the entities or persons that received acceptances for the account of the bidder must, at the bidders expense, return the documents evidencing ownership of the securities delivered to them by those accepting the bid.

Garrigues

Spain

Fernando Vives
Garrigues Hermosilla, 3 28001 Madrid Spain

Rafael Gonzlez-Gallarza
Garrigues Hermosilla, 3 28001 Madrid Spain

Spain

Tel: Fax: Email: URL:

+34 9151 45200 +34 9139 92408 fernando.vives@garrigues.com www.garrigues.com

Tel: Fax:
Email:

+34 9151 45200 +34 9139 92408

rafael.gonzalez-gallarza@garrigues.com

URL:

www.garrigues.com

Fernando Vives is currently the Managing Partner of Garrigues. He has more than twenty years experience at Garrigues and has been a partner since 1998. In 2001, he was named head of the Corporate/Commercial Law area which encompasses: Financial services, Real Estate, Energy & Telecommunications (Utilities), EU and Antitrust and Mergers & Acquisitions. He is a Doctor in Law (Cum Laude) and has a Law and Economics / Business Administration degree, from Universidad Pontificia de Comillas (ICADE). A member of the Madrid Bar Association, he is also a Commercial Law professor at ICADE, the Centro de Estudios Garrigues and ESADE. Fernando practices in the area of corporate law, M&A, securities market law, private equity, banking & financial law and insurance law, with a particular emphasis on the financial services industry. He specialises in major transactions involving mergers, reorganisations, tender offers, corporate LBOs, issues and public offerings of securities, and regulatory matters concerning listed companies. He regularly advises on major M&A deals and is actively involved in private equity transactions, providing advice on transactions and raising outside financing. He also has a wealth of experience in the insurance industry, where he advises numerous insurance groups operating in Spain. He is a regular speaker at various commercial law forums and conferences, and has written and contributed to numerous articles, books and publications. Fernando is continuously listed as a leading lawyer in all major specialised law directories.

Rafael Gonzlez-Gallarza joined Garrigues in 1988 and was made a partner in 1996. He practices in the financial services area, specialising in M&A in the financial sector, acquisition finance and project and structured finance in general. He is an expert in public sector financing in general. He is also very active in private equity where he acts for funds as well as senior and mezzanine debt providers, both in fundraising and transactional work. He regularly acts for leading international and Spanish banks and other financial institutions, private equity funds, governmental agencies and utilities, construction companies and other project sponsors. He does both regular advice and large transactions work. Rafael has been abundantly quoted as a leading practitioner by numerous international legal reviews

Founded in 1941 in Spain, Garrigues is both the foremost global legal services firm in the Iberian Peninsula and the firm with the longest-standing tradition. With offices in 29 cities throughout Spain, its size and scope allow the Firm to serve clients as diverse as Spanish main individual investors or largest worldwide multinational groups. From its very beginning Garrigues has excelled in the commitment to its first-rate professional standards and its openness towards innovation. With a marked international approach from the onset, the Firms reach has extended to four continents through its own offices in Brussels, Casablanca, Tangiers Lisbon, London, New York, Oporto Shanghai and Warsaw. The Firm enjoys absolute leadership of the Latin American legal market through Affinitas, the Garrigues-promoted exclusive alliance of top tier law firms present in Latinoamerica.

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