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The International Comparative Legal Guide to:

A practical cross-border insight into mergers and acquisitions

Published by Global Legal Group with contributions from:

11th Edition

Mergers & Acquisitions 2017

ICLG

Aabø-Evensen & Co AdvokatfirmaAbenry & Company, AdvocatesAdvokatfirman Törngren Magnell Ali Budiardjo, Nugroho, ReksodiputroAshurst Hong KongAstreaAtanaskovic HartnellBär & Karrer AGBech-BruunBrain Trust International Law Firm Debarliev, Dameski & Kelesoska Attorneys at LawDemarest AdvogadosDillon Eustace

Dittmar & IndreniusE & G Economides LLCEngoru, Mutebi AdvocatesENSafricaFerraiuoli LLCHerbert Smith Freehills LLPHouthoff BurumaMacchi di Cellere GangemiMaples and CalderMcMillan LLPMJM LimitedMoravčević Vojnović and Partners in cooperation with SchoenherrNader, Hayaux & GoebelNishimura & Asahi

Pachiu & AssociatesRoca Junyent SBH Law OfficeSchoenherrSevergnini, Robiola, Grinberg & TombeurSkadden, Arps, Slate, Meagher & Flom LLPSlaughter and MaySZA Schilling, Zutt & AnschützUdo Udoma & Belo-OsagieWachtell, Lipton, Rosen & KatzWBW Weremczuk Bobeł & Partners Attorneys at LawZhong Lun Law Firm

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Further copies of this book and others in the series can be ordered from the publisher. Please call +44 20 7367 0720

DisclaimerThis publication is for general information purposes only. It does not purport to provide comprehensive full legal or other advice.Global Legal Group Ltd. and the contributors accept no responsibility for losses that may arise from reliance upon information contained in this publication.This publication is intended to give an indication of legal issues upon which you may need advice. Full legal advice should be taken from a qualified professional when dealing with specific situations.

General Chapters:

Country Question and Answer Chapters: 5 Argentina Severgnini, Robiola, Grinberg & Tombeur: Carlos María Tombeur &

Matías Grinberg 17

6 Australia Atanaskovic Hartnell: Jon Skene & Jeremy Kriewaldt 23

7 Austria Schoenherr: Christian Herbst & Sascha Hödl 30

8 Belarus SBH Law Office: Alexander Bondar & Elena Selivanova 40

9 Belgium Astrea: Steven De Schrijver 47

10 Bermuda MJM Limited: Peter Martin & Brian Holdipp 55

11 Brazil Demarest Advogados: Gabriel Ricardo Kuznietz & Thiago Giantomassi Medeiros 62

12 British Virgin Islands Maples and Calder: Richard May & Matthew Gilbert 72

13 Bulgaria Schoenherr: Ilko Stoyanov & Katerina Kaloyanova 78

14 Canada McMillan LLP: Will Van Horne 87

15 Cayman Islands Maples and Calder: Nick Evans & Suzanne Correy 93

16 China Zhong Lun Law Firm: Lefan Gong 99

17 Cyprus E & G Economides LLC: Marinella Kilikitas & George Economides 106

18 Denmark Bech-Bruun: Steen Jensen & David Moalem 113

19 Finland Dittmar & Indrenius: Anders Carlberg & Jan Ollila 119

20 Germany SZA Schilling, Zutt & Anschütz: Dr. Marc Löbbe & Dr. Stephan Harbarth, LL.M. (Yale) 127

21 Hong Kong Ashurst Hong Kong: Joshua Cole & Chin Yeoh 134

22 Indonesia Ali Budiardjo, Nugroho, Reksodiputro: Theodoor Bakker & Herry Nuryanto Kurniawan 141

23 Ireland Dillon Eustace: Lorcan Tiernan & Adrian Benson 148

24 Italy Macchi di Cellere Gangemi: Claudio Visco & Stefano Macchi di Cellere 155

25 Japan Nishimura & Asahi: Tomohiro Takagi 163

26 Macedonia Debarliev, Dameski & Kelesoska Attorneys at Law: Emilija Kelesoska Sholjakovska & Ljupco Cvetkovski 171

27 Mexico Nader, Hayaux & Goebel: Yves Hayaux-du-Tilly Laborde & Eduardo Villanueva Ortiz 178

28 Montenegro Moravčević Vojnović and Partners in cooperation with Schoenherr: Slaven Moravčević & Miloš Laković 185

29 Netherlands Houthoff Buruma: Alexander J. Kaarls & Willem J.T. Liedenbaum 192

30 Nigeria Udo Udoma & Belo-Osagie: Yinka Edu & Ekundayo Onajobi 200

31 Norway Aabø-Evensen & Co Advokatfirma: Ole Kristian Aabø-Evensen & Harald Blaauw 208

32 Poland WBW Weremczuk Bobeł & Partners Attorneys at Law: Łukasz Bobeł & Nastazja Lisek 224

33 Puerto Rico Ferraiuoli LLC: Fernando J. Rovira-Rullán & Yarot T. Lafontaine-Torres 232

34 Romania Pachiu & Associates: Ioana Iovanesc & Alexandru Lefter 239

35 Serbia Moravčević Vojnović and Partners in cooperation with Schoenherr: Matija Vojnović & Luka Lopičić 247

1 M&A in a Changing World – Scott Hopkins & John Adebiyi, Skadden, Arps, Slate, Meagher & Flom (UK) LLP 1

2 Global M&A Trends in 2017 – Lorenzo Corte & Denis Klimentchenko, Skadden, Arps, Slate, Meagher & Flom (UK) LLP 4

3 Protectionism in UK M&A – The Legal Landscape and Changing Attitudes – Alex Kay & Caroline Rae, Herbert Smith Freehills LLP 7

4 Accountability and Stability – Getting the Balance Right for the Benefit of Corporations and their Shareholders – Adam O. Emmerich & Trevor S. Norwitz, Wachtell, Lipton, Rosen & Katz 12

Contributing EditorsScott Hopkins and Lorenzo Corte, Skadden, Arps, Slate, Meagher & Flom (UK) LLP

Sales DirectorFlorjan Osmani

Account DirectorOliver Smith

Sales Support ManagerPaul Mochalski

Sub EditorHannah Yip

Senior EditorsSuzie Levy, Rachel Williams

Chief Operating OfficerDror Levy

Group Consulting EditorAlan Falach

PublisherRory Smith

Published byGlobal Legal Group Ltd.59 Tanner StreetLondon SE1 3PL, UKTel: +44 20 7367 0720Fax: +44 20 7407 5255Email: [email protected]: www.glgroup.co.uk

GLG Cover DesignF&F Studio Design

GLG Cover Image SourceiStockphoto

Printed byAshford Colour Press LtdFebruary 2017

Copyright © 2017Global Legal Group Ltd.All rights reservedNo photocopying

ISBN 978-1-911367-38-3ISSN 1752-3362

Strategic Partners

The International Comparative Legal Guide to: Mergers & Acquisitions 2017

Continued Overleaf

Country Question and Answer Chapters:

EDITORIAL

Welcome to the eleventh edition of The International Comparative Legal Guide to: Mergers & Acquisitions.This guide provides corporate counsel and international practitioners with a comprehensive worldwide legal analysis of the laws and regulations of mergers and acquisitions.It is divided into two main sections:Four general chapters. These chapters are designed to provide readers with an overview of key issues affecting mergers and acquisitions, particularly from the perspective of a multi-jurisdictional transaction.Country question and answer chapters. These provide a broad overview of common issues in mergers and acquisitions in 41 jurisdictions.All chapters are written by leading mergers and acquisitions lawyers and industry specialists and we are extremely grateful for their excellent contributions.Special thanks are reserved for the contributing editors Scott Hopkins & Lorenzo Corte of Skadden, Arps, Slate, Meagher & Flom (UK) LLP for their invaluable assistance.The International Comparative Legal Guide series is also available online at www.iclg.co.uk.

Alan Falach LL.M. Group Consulting Editor Global Legal Group [email protected]

The International Comparative Legal Guide to: Mergers & Acquisitions 2017

36 Slovenia Schoenherr: Vid Kobe & Marko Prušnik 255

37 South Africa ENSafrica: Michael Katz & Matthew Morrison 266

38 Spain Roca Junyent: Natalia Martí Picó & Xavier Costa Arnau 275

39 Sweden Advokatfirman Törngren Magnell: Johan Wigh & Viktor Olsson 285

40 Switzerland Bär & Karrer AG: Dr. Mariel Hoch & Dr. Dieter Dubs 291

41 Taiwan Brain Trust International Law Firm: Hung Ou Yang & Hung-Wen Chiu 299

42 Tanzania Abenry & Company, Advocates: Lucy Sondo & Francis Ramadhani 306

43 Uganda Engoru, Mutebi Advocates: Robert Apenya & Arnold Lule Sekiwano 312

44 United Kingdom Slaughter and May: William Underhill 318

45 USA Skadden, Arps, Slate, Meagher & Flom LLP: Ann Beth Stebbins & Thomas H. Kennedy 325

ICLG TO: MERGERS & ACQUISITIONS 2017 275WWW.ICLG.CO.UK© Published and reproduced with kind permission by Global Legal Group Ltd, London

Chapter 38

Roca Junyent

Natalia Martí Picó

Xavier Costa Arnau

Spain

the Spanish supervisor (the Comisión Nacional del Mercado de Valores (“CNMV”)) that the company would be subject to the Spanish regulations or, without such an agreement, when the company voluntarily decided to be subject to Spanish law, the bid will also be subject to the provisions of the RD 1066/2007 and the LMV with the following exceptions:

(i) information to be provided to the employees of the target company;

(ii) matters relating to company law; in particular, the percentage of voting rights which confers control and any derogation from the obligation to make an offer; and

(iii) conditions under which the board of directors or management of the company may undertake any action that could disrupt the offer.

The above-mentioned exceptions will be governed by the applicable provisions in the jurisdiction of the target company, and is subject to the control of its competent authorities.Should the bid affect a company with a registered office in Spain but whose shares are listed outside of Spain, the bid will be subject to the provisions of the jurisdiction where the shares are listed.

1.3 Are there special rules for foreign buyers?

There are no special rules, minimum local ownership requirements, or limitations on the exercise of shareholder rights which restrict foreign investments in Spain. Only in sensitive areas, such as public defence, may foreign buyers face restrictions based on the general principles of law such as public interest.Nonetheless, the Royal Decree 664/1999, of 23 April 1999, on foreign investments, provides that foreign buyers are subject to a report obligation for administrative and statistical purposes exclusively.

1.4 Are there any special sector-related rules?

There are a number of sector-related rules which may have an impact on the bid, as they may compel the bidder to obtain a prior authorisation (or clearance) from the competent sector-related competent authorities.With regards to competition law, if the acquisition is subject to the obtaining of the clearance from the competent anti-trust authorities, the bidder will have to subject the bid to the obtaining of the approval of the acquisition by the competent authorities.Moreover, the RD 1066/2007 provides that, in the case of a mandatory bid (when the control has already been acquired), the voting rights of the bidder exceeding the threshold that forced

1 Relevant Authorities and Legislation

1.1 What regulates M&A?

M&A transactions affecting listed companies are specifically regulated by the Securities Market Law 24/1988, of 24 July (“LMV”), and by the Royal Decree 1066/2007, of 27 July (“RD 1066/2007”).Similar regulations occur in other EU Member States. The RD 1066/2007 is a result of the implementation of the Directive 2004/25/EC of the European Parliament and of the Council, of 21 April 2004, on takeover bids (“Takeover Bids EU Directive”), which also provoked the amendment of other pieces of legislation, such as the LMV.Furthermore, there is an array of laws and regulations that may have an indirect impact on an M&A transaction of a listed company, among others: the Royal Legislative Decree 1/2010, of 2 July 2010, which enacts the consolidated text of the Capital Companies Act; Law 3/2009, of 3 April 2009, on structural modifications of commercial companies; and Law 15/2007, of 3 July 2007, on competition law.

1.2 Are there different rules for different types of company?

The jurisdiction where the registered office of the target company is located and the markets where the shares are listed will determine the applicable law. In this regard:a) When the target company is publicly traded within the

Spanish jurisdiction and its registered office is located in Spain, the bid will be subject to Spanish law and, thus, to the provisions of the LMV and the RD 1066/2007.

b) When the target company is publicly traded in Spain, but has neither a registered office in Spain nor in any other EU Member State, the bid will also be subject to the provisions of the RD 1066/2007 and the LMV.

c) In those cases where the target company has its registered office in another EU Member State, and its shares are not listed in its own jurisdiction, but: (i) are listed in Spain; (ii) were first listed in Spain; (iii) are listed in more than one Member State if the company decided to be subject to the Spanish jurisdiction on the first day of trading; or (iv) when, by 20 May 2006, the shares of the company were already listed in several EU Member States but not in its own jurisdiction, and the competent authorities from the Member State where the company has its registered office agreed with

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to publish or present to the National Securities Market Commission the information and documentation which must be published or sent to the Commission, as a result of the actions which make it obligatory to present a takeover bid during such a bid or once it is completed, where, in all of these situations, these infringements do not constitute a very serious infringement. In these circumstances, one or more sanctions could be imposed. In this regard, the LMV provides, for instance, for:a. a fine of up to the greater of the following amounts:

twice the gross profit obtained as a result of the acts or omissions comprising the infringement; two per cent of the infringing firm’s own funds; two per cent of the total funds owned by the firm or third parties, which were used in the infringement; or €300,000;

b. suspension or limitation of the type or volume of the transactions or activities which the offender may perform in securities markets during a period of up to one year;

c. suspension of membership of an official secondary market or multilateral trading facility for a period of up to one year; and

d. suspension, for no more than one year, from the directorship or executive posts held by the offender in a financial institution.

(iii) “Minor infringements” (Article 101 of the LMV), which include failures to comply with the applicable provisions that do not constitute serious or very serious infringements in accordance with the provisions of Articles 99 and 100 of the LMV. A fine of up to €30,000 will be imposed upon any offender committing minor infringements.

Those sanctions imposed for very serious violations and serious infringements will be published in the OfficialStateGazette once a final administrative decision has been reached.Liability for very serious violations and serious infringements expires after five years, whereas liability for minor violations expires after two years.

2 Mechanics of Acquisition

2.1 What alternative means of acquisition are there?

Any acquisition of a public listed company in Spain requires for the acquirer to launch a takeover bid if the acquirer has (mandatory bid) or intends to (voluntary bid) acquire control over the target company in accordance with Spanish law.Control may be acquired through a purchase of the shares of the target company, but also by means of a shareholder agreement or even through a merger, which causes the affected individual or company to hold a control over the company (by holding 30 per cent or more of the voting rights of the target company, or by being in the position to designate more than half of the members of the board of directors of the target company).Nonetheless, the RD 1066/2007 provides for certain exceptions to the obligation to launch a takeover bid (which, in some circumstances, will require the bidder to request the CNMV for a waiver with respect to its obligation to launch the bid).Among the most relevant and common exceptions, we encounter the following ones:(i) When the control of the company has been acquired by the

bidder following a voluntary takeover bid addressed to all the shares of the company, provided that:a. the consideration offered by the bidder during the voluntary

bid is to be considered an equitable price (as defined by

him to launch the offer will be suspended until the acquisition has received the authorisation from the national or European competent authority (as applicable). Should the consent waiver finally not be granted by the competent completion authority, the bidder will be forced to sell the stake (or bring the agreement to a conclusion) that granted him control over the target company.Sector-specific rules which are likely to have an impact on the acquisition are typically related to the traditional regulated markets such as banking, energy, telecommunications and insurance. In such cases, an authorisation (or a “no opposition”, depending on the case) shall be obtained from the competent authority (Banco de España, Comisión Nacional de los Mercados y la Competencia, Dirección General de Seguros y Fondos de Pensiones, etc.).Although a bidder may request the authorisation of the bid to the CNMV before the acquisition has been cleared by any other competent sector-related authority and, thus, initiate the approval procedure, the bid will not be authorised by the CNMV until the other competent(s) authority(ies) has approved the transaction. Although theoretically the bidder could seek the approval of the CNMV before obtaining the above-mentioned authorisations by proving that the authorisation is deemed to be obtained due to the authorities’ failure to reply within the timeframe provided by law, in practice, it is unlikely that the competent authorities will authorise the bid unless a specific decision containing the approval (or a lack of opposition) by all of the competent regulatory authorities has been obtained by the bidder.

1.5 What are the principal sources of liability?

The bidder, the target company, and the financial entities that act in representation of the bidder, as well as the directors of the above-mentioned companies and any other legal or natural person that – directly or indirectly – concurs with them during the bid process will be subject to the supervision, inspection and sanctioning provisions established by the LMV.Any breach of the applicable provisions on takeover bids by the bidder may lead to the imposition of a sanction that will depend on the magnitude of the infringement. In this regard, infringements are classified under three different categories:(i) “Very serious violations” (Article 99 of the LMV) which

include, for instance, market manipulation and defamation in a hostile process. In these cases, one or more sanctions could be imposed. Among others listed in the LMV, we encounter:a. A fine of up to the larger of the following amounts: five

times the gross profit obtained as a result of the acts or omissions comprising the infringement; five per cent of the infringing firm’s own funds; five per cent of the total funds, owned by the firm or third parties, that were used in the infringement; or €600,000.

b. Suspension or restriction of the type or volume of transactions which the offender may carry out in the securities markets for a period of up to five years.

c. Suspension of membership of an official secondary market or multilateral trading facility for a period of up to five years.

d. Suspension of an offender from the directorship or executive post at a financial institution for a period of up to five years.

e. Removal from office and disqualification from holding directorships or executive posts at the same entity for a period of up to five years.

(ii) “Serious infringements” (Article 100 of the LMV), such as the omission of material data, the inclusion of inaccuracies or false or misleading information in the prospectus, failure

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2.3 How long does it take?

The duration of the whole process is affected by a large number of circumstances. According to the RD 1066/2007: (i) the request for the authorisation of a bid has to be declared admissible or rejected by the CNMV within seven working days; (ii) once the CNMV has admitted the request for its authorisation, the bid has to be approved or rejected within 20 working days (from the date of the submission of the request for the authorisation by the bidder); and (iii) the duration of the period of acceptance of the offer made by the bidder shall not extend more than 70 calendar days (nor last fewer than 15 calendar days).In practice, however, it is not unusual for the above-mentioned deadlines (particularly those related to the admission of the request for a bid, as well as for the approval of the bid) to be extended or interrupted when, for instance, the CNMV makes use of the powers which have been conferred by the RD 1066/2007, allowing the competent authority to request clarifications and subsequent additional information which, in practice, has a halting effect on the above-mentioned deadlines.The fact that the process will be smoother and quicker when the takeover bid is not hostile and, thus, faces no opposition from the directors of the target company and/or from its other shareholders, should come as no surprise.Conversely, there are a great number of circumstances that are likely to have a negative impact on the duration of the process, among others: (i) hostile takeovers; (ii) the obligation of obtaining a clearance from an anti-trust or any sector-related authority; (iii) when conditions precedents have to be met before the bid can be concluded (e.g. the general shareholder meeting of the bidder being required to approve the deal, or the target company adopting certain amendments to their by-laws); (iv) when a competing offer is launched by a competitor; or (v) when the bidder has to issue the shares or instruments that it intends to offer as consideration (when part or all of the consideration is offered in securities).In any event, taking into account all of the above considerations, the duration of the process could elapse from as little as three-and-a-half months to as much as a year in some exceptional cases (from the preparatory works until the final settlement of the bid).

2.4 What are the main hurdles?

The principal milestones during a takeover bid are the following:(i) the occurrence of the circumstance that will trigger the

launching of the bid (e.g. the control threshold being achieved by the bidder (by means of purchase, merger, shareholder agreement, etc.), the decision of the bidder to launch the bid adopted by its board of directors, an agreement on the bid being reached by the bidder and the shareholders of the target company, etc.);

(ii) the publication of the announcement to launch a bid;(iii) the admission of the request for the authorisation of a bid,

which will be accompanied by the prospectus and its ancillary documentation;

(iv) when applicable, the clearance of the envisaged acquisition by the competent anti-trust and/or by the other regulatory authorities;

(v) the approval of the bid by the CNMV;(vi) the publication in the OfficialGazette of the stock markets,

and in at least one newspaper circulating in Spain, the

Article 9 of the RD 1066/2007 and the Takeover Bids EU Directive); or

b. when the voluntary bid was accepted by shareholders representing at least 50 per cent of the voting rights of the target company (not taking into account those voting rights owned by the bidder and those owned by those shareholders that had previously reached an agreement with the bidder).

(ii) In the case of a merger, when the shareholder(s) of the company(ies) affected by the merger has acquired direct or indirect control of a listed company, provided that:a. the shareholder(s) that has acquired control has not voted

in favour of the merger during the general shareholder meeting of the company that decided on the merger; or

b. it can be proved to the satisfaction of the CNMV that the goal of the merger was different from acquiring the control of the target company.

(iii) When, although as a result of the purchase of the shares of the target company the purchaser has acquired 30 per cent or more of the voting rights of the target company, another person or entity (individually or acting in concert with others) nevertheless holds the same or higher amount of voting rights. In such cases, the CNMV may waive the acquirer from its obligation to launch a bid (in such circumstances, the waiver will typically be subject to the condition that the other person(s) or entity(ies) holding the same or higher stake do not reduce their stake in the company, causing the acquirer to gain the control of the target company).

Thus, in spite of the above-mentioned exceptions, takeover bids, either voluntary (when the control has not yet been acquired) or mandatory (following the acquisition of control), are the only means of acquisition of a listed company in the Spanish jurisdiction.Voluntary bids offer the bidder greater flexibility than mandatory bids. In this regard, and as opposed to mandatory bids, voluntary bids allow the bidder to:(i) freely determine the consideration that the bidder wishes to

offer, while mandatory bids require an equitable price to be offered (as defined by Article 9 of the RD 1066/2007 and the Takeover Bids EU Directive);

(ii) offer other considerations different than cash (unless, during the 12-month period prior to his offer, the bidder (alone or in concert with others) has acquired shares of the target company equivalent to five per cent or more of the target company), whereas, in mandatory bids, cash always has to be offered, at least as an alternative;

(iii) address the offer to a certain number of shares of the target company and not to all shares; and

(iv) subject its offer to certain conditions (typically, obtaining a minimum acceptance level, the company’s boards getting rid of vetoes and/or restrictions and limitations on voting rights, etc.), whereas mandatory bids can only be subject to the approval of the acquisition by the anti-trust authorities.

2.2 What advisers do the parties need?

The following advisers are required: legal advisers, who will draft the prospectus of the bid and negotiate it with the regulatory authorities, and prepare all related legal documentation and submissions, as well as (when applicable) draft and deal with all the other regulatory authorisations; a bank that will provide for the security which shall guarantee the price offered by the bidder; a financial institution which will act as an agent for the bidder and carry on the settlement of the offer; and an independent financial expert (in cases where a valuation report of the price offered is compulsory).

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In certain cases, cash has to be necessarily offered by the bidder, at least as an alternative:(i) when the bid is mandatory;(ii) if during the 12-month period prior to his offer, the bidder

(alone or in concert with others) has acquired shares of the target company equivalent to five per cent or more of the target company; or

(iii) when the securities offered are not listed in an EU Member State (unless such securities are to be issued by the bidder, provided that the securities will be listed by the bidder in the EU within the three-month period of the settlement of the bid).

If a bidder offers as a consideration securities listed in jurisdictions outside the EU, it will be compelled to include, within the prospectus, financial information about the issuer of the securities offered, together with an evaluation of the securities carried out by an independent expert.

2.7 Do the same terms have to be offered to all shareholders?

Yes, the Takeover Bids EU Directive, as well as the LMV and the RD 1066/2007, forbid the bidder to offer different terms to the different shareholders of the target company in accordance with the principle of equal treatment.

2.8 Are there obligations to purchase other classes of target securities?

In the case of a mandatory bid (or in a voluntary bid when the bidder is likely to acquire the control of the target company), the bid shall target all shares of the target company. Furthermore, if any, the bidder shall also target: (i) non-voting shares; (ii) any rights to the subscription of shares in the target company; and (iii) bonds convertible into shares of the target company.The bidder may (but is not obliged to) incorporate into the target any other existing type of security of the target company.

2.9 Are there any limits on agreeing terms with employees?

The RD 1066/2007 and the LMV do not establish any limit or restriction preventing the bidder from agreeing a deal-related package of benefits or future employment to the employees of the target company.In any event, the bidder will be required to disclose its intentions with regards to the working conditions and terms of the employees in Chapter IV of the prospectus.Furthermore, the bidder should be careful not to reserve specific benefits for the directors and executives of the target company which could be deemed by the CNMV as additional compensations to the shareholders who designated the appointed directors. Otherwise, such a measure could potentially lead to a review (increase) of the price offered by the bidder in accordance with the principle of equal treatment.

2.10 What role do employees, pension trustees and other stakeholders play?

The employees of the company are entitled to be duly informed of the offer by the bidder and by the target company at the time the announcement is made. Furthermore, when the bid is approved,

approval by the CNMV (the so-called second announcement of the bid) and the prospectus;

(vii) the initiation of the acceptance period; (viii) the issuance of a report on the bid by the directors of the

targeted company;(ix) when applicable, the compliance of the conditions which the

offer has been subject to (the compliance of the conditions may occur during the acceptance period or once it has been concluded);

(x) the publication of the results of the bid; and(xi) the settlement of the bid.

2.5 How much flexibility is there over deal terms and price?

Voluntary bids provide the bidder greater flexibility in terms of the price and conditions of the offer in comparison to mandatory bids. In this regard, voluntary bids make it possible for the bidder to select the consideration that he/she wishes to offer (in cash, securities or a combination of both), while mandatory bids require an equitable price to be offered (as defined by Article 9 of the RD 1066/2007 and the Takeover Bids EU Directive).As a general principle, the equitable price is defined as the highest price paid (or agreed) by the bidder (or the persons and/or entities acting in concert with the bidder) for the shares of the target company over a period of 12 months prior to the announcement of the bid, including any additional compensations or payments.In those cases where the bidder has not paid or agreed to any price during the 12-month period prior to the announcement of the bid, the equitable price will be determined by taking into account the combination of several valuation criteria provided by the RD 1066/2007. Furthermore, the CNMV is specifically entitled to modify the equitable price in certain circumstances which are specifically set out in Article 9 of the RD 1066/2007.As mentioned in question 2.1 above, it is important to bear in mind that if, as a result of a voluntary bid, a bidder acquires the control of a target company not having: (i) offered an equitable price; (ii) addressed the offer to all shares of the target company; and (iii) the voluntary offer has not been accepted by, at least, 50 per cent of the voting rights (once the voting rights of the bidder have been deducted and, if applicable, the voting rights of those shareholders acting in concert with the bidder), the bidder will be forced to launch a new takeover bid (this time mandatory) over the target company at an equitable price. Consequently, on many occasions, bidders on a voluntary bid find it sensible to offer an equitable price when they anticipate that the offer will grant them control over the target company. Whereas, on other occasions (for instance, when the bidder already has control over the target company or is not particularly interested in offering cash as compensation or alternative), bidders may opt for making use of the flexibility granted to voluntary bids and, as a result, choose not to offer an equitable price.

2.6 What differences are there between offering cash and other consideration?

According to the RD 1066/2007, a bidder can offer as consideration either cash, securities, or a combination of both.It is also possible to offer a consideration of different securities. For instance, during the takeover bid which Banco Sabadell launched over Banco Guipuzcoano, the consideration offered consisted of a combination of the shares of the bidder (both existing and newly issued) and obligations convertible into shares of the bidder.

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nonetheless, requests the bidder to disclose its future plans with regards to the target company. The information disclosed in this chapter is likely to affect and/or compromise the future actions of the bidder with regards to the targeted company.

2.13 What are the key costs?

Typically, the key cost of the deal is the consideration offered. Furthermore, and to a minor extent, the bidder will face the costs of the bank guarantee issued, the adviser costs (including independent financial experts, investment banks and legal advisers), the administrative fees to be paid to the CNMV, the costs of publication of the compulsory announcements (as well as of any other voluntary advertisement of the bid), and the costs caused by the issuance of the copies of the prospectus.

2.14 What consents are needed?

The following consents are necessary in order to execute the acquisition:(i) a resolution from the directors of the bidder deciding to

launch the bid (voluntarily or as a consequence of having acquired control over a listed company);

(ii) the approval to request for a bid granted by the CNMV (an approval that will trigger the initiation of the proceedings);

(iii) the clearance of the acquisition by the anti-trust or any other sector-related competent regulatory authority; and

(iv) the approval of the bid by the CNMV.

2.15 What levels of approval or acceptance are needed?

The effectiveness of a mandatory bid is not subject to a minimum level of acceptance. Voluntary bids can be subject by the bidder to the obtaining of a minimum level of acceptance. In this case, if the established threshold is not reached, the bidder can give up on the condition established and acquire the shares that accepted the offer or renounce the bid.The bidder will acquire control of the company if, as a consequence of the bid, the bidder holds sufficient voting rights in the target company so as to designate more than half of the directors of the target company. It is also automatically deemed to hold control of the target company if it acquires 30 per cent or more of its voting rights (provided that no other shareholder has – individually or in concert with others – the same or higher stake in the company).In order to be able to apply the squeeze-out procedure (which entitles the bidder to force the shareholders that did not accept the bid to sell their shares), the bidder shall launch an offer to the totality of the shareholders. Subsequently, the bid has to be accepted by 90 per cent of the voting rights that were targeted and, as a consequence of the bid, the bidder shall own 90 per cent of the voting rights of the target company. If the above-mentioned conditions are met, the shareholders that did not accept the bid will be forced to share their shares to the bidder at the price offered in the bid, which will be subsequently considered as an equitable price.Likewise, if, as a result of a bid, a bidder holds more than 90 per cent of the voting rights of the target company, the shareholders that did not accept the offer during the acceptance period will be entitled to request the bidder to purchase their shares at the price offered in the bid.

they shall receive a copy of the prospectus as soon as it is issued. Finally, they are entitled to elaborate a report on the effects of the envisaged bid on the target company and its employees, which shall be attached to the report made by the directors of the target company.

2.11 What documentation is needed?

Apart from the request for the authorisation of the bid and the compulsory announcements provided by the RD 1066/2007, the bidder shall issue a prospectus, where it will disclose information to the target shareholders with regards to:(i) The bidder and the target company, including the group

structure of the bidder.(ii) A list of the securities of the target company held by the

bidder or its group.(iii) Any agreements in force between the members of the board

of the target company and the bidder, and any advantages proposed by the bidder to these members.

(iv) Accounting and financial information of the bidder and its group.

(v) Information about the securities to which the bid is addressed, the consideration offered and the conditions to which the bid is subject (if any).

(vi) The guarantees granted by the bidder to ensure the completion of the transaction and the financing of the bid.

(vii) Information about the formal aspects of the offer, including the terms and formalities for the acceptance and expenses arising from the acceptance or settlement of the offer.

(viii) Information about the purpose of the acquisition and future intentions of the bidder in relation to the business, employees, assets and indebtedness of the target company, including whether or not the bidder intends to exercise the squeeze-out right (should the relevant thresholds be met).

(ix) Other information, including details of any required regulatory or merger control authorisations or clearances in relation to the transaction.

Moreover, typically, the bidder will also be requested to produce:(i) When the bidder is a legal person, a certificate of the decision

taken by the directors of the bidder to launch the offer, and a certificate of the incorporation of the bidder (and of its by-laws) issued by the Commercial Register, as well as the latest financial audit available.

(ii) Copies of the agreement reached with shareholders in order to launch the offer, if applicable.

(iii) Guarantees of the offer made (normally, if the consideration is cash, a bank guarantee should be obtained).

(iv) Copies of the authorisations issued by the anti-trust and any other sector-related authorities clearing the acquisition, if applicable.

(v) Valuation reports on the consideration, if applicable.(vi) A copy of the announcement of the bid and a commitment on

the advertisement of the offer.(vii) A certificate evidencing that any securities owned by

the bidder in the target company have been blocked and, consequently, cannot be transferred until the bid is finally settled.

2.12 Are there any special disclosure requirements?

There are no other special disclosure requirements other than those indicated in question 2.11 above. Chapter IV of the prospectus,

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the acquisition are needed, seeking injunctive relief against the bid from a competent court and/or seeking for a competitive bidder to launch an offer.

4 Information

4.1 What information is available to a buyer?

If the target company does not provide further information to the bidder (and it is not bound to), the bidder will have access only to the public information which the target company is compelled to disclose by law. In this regard, listed companies are required to disclose a small amount of information in order for the investors to make an informed choice on their investments. In this regard, the bidder may obtain a remarkable amount of information about the target company from the bidder’s website as well as from the CNMV site; namely:(i) the financial statements of the company (annual accounts,

half-year and quarterly interim reports);(ii) the annual corporate governance report;(iii) the annual report on the remuneration of directors;(iv) the company’s by-laws, general shareholders and board of

directors’ internal regulations, as well as any shareholder agreements regulating the use of voting rights or transfer of shares;

(v) significant shareholdings;(vi) an organisation chart including the position and name of the

directors and executives of the target company; and(vii) the so-called “Hechos Relevantes”: relevant fact notices that

the company is obliged to disclose to the market in order to prevent market disruptions and the use of privileged information.

Furthermore, other pieces of legislation oblige listed and non-listed companies to lodge their corporate information in the Commercial Registry, whereas information about other assets owned by the target company can be found in the Land Registry, the Spanish Patents and the Trade Marks Office.In the case of competitive bids, the RD 1066/2007 forces the target company to provide the same information to all bidders. Although the target company is not requested to provide any specific information to any bidder, if it freely chooses to share some information with one particular bidder, it will be compelled to share that information with the rest of the bidders (or potential bidders), thus ensuring a level playing field. The information may be obtained, but such a bidder will be subject to confidentiality provisions and shall be used only for the purposes of the bid.

4.2 Is negotiation confidential and is access restricted?

Although it is possible to conduct confidential negotiations with the target company, in order to prevent disruptions to the market and the use of privileged information, the target company and the bidder are both required to disclose their negotiations as soon as they sense any risk of leakage of the negotiations, or any other related circumstances that may potentially lead to an alteration of the market. In such cases, a notice known as “Hecho Relevante” will be published by the target company (as well as by the bidder, particularly when the bidder is a listed company) indicating that both parties are engaged in negotiations which may lead to the launching of a takeover bid by the bidder.

2.16 When does cash consideration need to be committed and available?

The cash consideration of the bid needs to be committed when the request for the authorisation bid is filed before the CNMV.Moreover, bidders are requested to obtain a bank guarantee covering the consideration offered, which can be handed into the CNMV within seven working days of the submission of the request for the authorisation of the bid.The consideration should be available at the time of the settlement of the bid, which in Spain usually takes place three working days after the completion of the offer.

3 Friendly or Hostile

3.1 Is there a choice?

There is no legal provision distinguishing between friendly and hostile takeovers. Accordingly, from a legal point of view, it is possible to launch an offer with the opposition of the directors of the target company and/or one or many of its relevant shareholders.

3.2 Are there rules about an approach to the target?

There are no specific rules regulating the approach to the target company. Any agreement between the bidder and the directors of the target company and/or its shareholders with regards to the bid shall be immediately disclosed. Its main terms and conditions will be summarised in the prospectus and, in many cases, the CNMV will require a copy of the agreement to be incorporated into the prospectus as an annex to it.

3.3 How relevant is the target board?

In practice, and in spite of the passivity duty imposed on the directors of the target board by the RD 1066/2007, the role of the directors of the target company with regards to the bid will have a key impact on the success or failure of a bid.The directors of the target company will issue a report on the offer which is likely to have a significant impact on the perception of the offer by the shareholders.In cases where the directors of the target company oppose the offer launched by the bidder, they may seek a competitive offer and/or seek the approval of the general shareholder meeting of the company in order to engage in business decisions which are likely to frustrate the interest of the bidder.

3.4 Does the choice affect process?

From a legal point of view, the process is identical.In practice, however, and as stated in question 2.3 above, hostile bids will most likely take longer than friendly bids as the target company may adopt defensive measures, and it is likely that the directors and/or the shareholders of the target company opposing the bid will hamper the process as much as possible by, for instance, requesting clarifications from the CNMV on the information provided by the bidder, requesting the competent authorities to check whether additional regulatory clearances of

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5 Stakebuilding

5.1 Can shares be bought outside the offer process?

Although it is possible for the bidder to acquire shares of the target company outside the bidding process, some considerations shall be drawn:■ If the price paid for the shares acquired outside the bidding

process is higher than the consideration offered, the price of the offer will be automatically increased to equal the price paid outside the offer process, in accordance with the principle of equal treatment established by the RD 1066/2007.

■ If the consideration is offered exclusively in securities, an alternative cash consideration for an amount at least equal to the highest price paid by the bidder outside the bidding process shall be offered to all shareholders.

Conversely, in order to prevent any alteration to the normal functioning of the bid, the RD 1066/2007 expressly precludes the possibility for the bidder to sell shares of the target company in the course of the duration of the bid. In this regard, a certificate of authentication and immobilisation of the shares of the target company owned by the bidder shall be issued by the entity where the shares are held, ensuring that the shares will not be sold in the course of the entire duration of the acquisition process.

5.2 Can derivatives be bought outside the offer process?

Likewise, it occurs with the purchase of shares carried outside the offer process, which has been addressed in the previous question; the bidder is entitled to buy (but not to sell) derivatives convertible into (or that give right to acquire) shares of the target company outside the bidding process.

5.3 What are the disclosure triggers for shares and derivatives stakebuilding before the offer and during the offer period?

During the offer period, any acquisition of shares or derivatives representing (or that may represent, in the case of the derivatives) one per cent (or more) of share capital of the target company shall be disclosed to the CNMV and to the public. Equally, any change in a shareholding position higher or lower than three per cent shall be disclosed to the CNMV and to the public.Before the offer, the purchase or sale of shares and/or derivatives convertible into (or that give right to acquire) shares of a public company shall be publicly disclosed when the stake of a shareholder reaches (or is being reduced to) three per cent, five per cent and the successive multiples of five per cent up to 50, 60, 70, 80 and 90 per cent of the company’s share capital.

5.4 What are the limitations and consequences?

The bidder can buy (but not sell) shares and derivatives of the target company during the acquisition process outside of the offer with the considerations indicated in the previous three questions, particularly with regards to the impact that the purchase carried outside the bidding process may trigger (potentially leading to the increase of the price being offered by the bidder as a consideration).

As soon as the parties reach an agreement to launch the bid, the bidder will be compelled to make public its intention with the publication of the announcement as regulated in Article 16 of the RD 1066/2007.

4.3 When is an announcement required and what will become public?

As indicated in the previous question, as soon as the bidder makes a decision to launch the bid or reaches an agreement with the target company, its directors or its shareholders, the bidder is obliged to make public its decision with the publication of the announcement as provided in Article 16 of the RD 1066/2007.Furthermore, in the case of an agreement with the target company and/or its shareholders, a summary of the agreement will be incorporated in the prospectus and the official announcements. Moreover, it is likely that the CNMV will require a copy of the agreement to be attached to the prospectus as an annex to it.If the agreement contains provisions regulating the future roles, incentives and/or remuneration of the target company’s employees and directives, such information shall be disclosed. In addition, and as indicated in questions 2.9 and 2.12 above, Chapter IV of the prospectus includes a provision where the bidder is requested to specifically disclose its intentions with regards to the policies affecting the remuneration, structure and reorganisation of the employees and the directives of the target company.

4.4 What if the information is wrong or changes?

As a general rule, any information disclosed by a public company (in relation to a bid or not) shall be amended by the listed company as soon as it notices that it contains erroneous or misleading information. If it is considered that the erroneous or misleading information made public by the company caused (or was likely to cause) an alteration on the normal operations of the market, the CNMV may impose a fine on the company. Furthermore, any third party, including a bidder, may wish to seek compensation for the damages suffered as a consequence of this misleading or erroneous information.With regards to the possibility of the bidder to lapse its proposal as a consequence of the misleading, erroneous or changed information, we should take into consideration that takeover bids are irrevocable under Spanish law. The bidder is not allowed to freely withdraw its bid should the information provided by the target company prove to be incorrect or misleading. In such circumstances, the only possibility of withdrawing its bid will rely exclusively on the discretion of the CNMV, which should rule that, as a consequence of the incorrect or misleading information released by the target company, it is no longer possible for the deal to be completed. In any event, obtaining such a resolution will not be exempt from difficulties, as the RD 1066/2007 expressly provides that the withdrawal will be allowed only in very exceptional circumstances.On the other hand, if the information has changed as a result of some decisions adopted by the board of directors of the target company to frustrate the bid (previously authorised by its general shareholder meeting), the bidder could seek the permission of the CNMV to pull out its bid. Once again, the decision to pull out will rely on the discretion that the RD 1066/2007 has granted to the CNMV in this matter. Only when a competitive offer has been accepted, or when the acquisition has not been cleared (or has been subject to conditions) by the competent anti-trust (and/or other regulatory competent authorities), will the bidder be allowed to freely withdraw its proposal.

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adopting any decision that could disrupt the competition between two or more bids, nothing prevents them from supporting the preferred bid by recommending its acceptance to the shareholders in the report which they are compelled to issue once the bid has been authorised by the CNMV. As seen in the previous question, any other support measures intending to favour the preferred bidder and/or to frustrate the other bids require the previous authorisation of the general shareholder meeting of the target company and, in some cases (such as for the publication of advertisements, etc.) of the CNMV.

7 Bidder Protection

7.1 What deal conditions are permitted and is their invocation restricted?

As stated in question 2.1, whereas mandatory bids can only be subject to clearance from the competent anti-trust authorities, voluntary bids can be subject to an array of conditions. Among the most common ones are: obtaining a minimum acceptance level; and the company’s boards getting rid of vetoes and/or restrictions and limitations on voting rights, etc.Although the bidder on a voluntary bid is free to subject its offer to any type of condition, the condition has to be approved by the CNMV. In this regard, it is unlikely that the CNMV will authorise a bidder to subject a bid to a condition whose satisfaction cannot be easily determined. On the other hand, if a condition freely established by a bidder is not met, the bidder may opt for giving up on such a condition and proceed with the settlement of the offer or the withdrawal of the bid. Usually, the bidders are requested to express, in Chapter IV of the prospectus, their intentions with regards to an eventual withdrawal of a condition in case such a situation arises.

7.2 What control does the bidder have over the target during the process?

The bidder is vulnerable to any changes of circumstances in the target during the process of the bid, as it has almost no control over the target during the process.In this regard, in the case of a voluntary bid, the possibility of subjecting the bid to a condition (e.g. the company not adopting a particular measure or not being affected by a particular circumstance, etc.) is the only remedy or protection available to the bidder.

7.3 When does control pass to the bidder?

The bidder will acquire the day-to-day control of the target once the bid has been finally settled and the directors nominated by the bidder have been appointed.

7.4 How can the bidder get 100% control?

A bidder that has acquired control over a target company can force the other shareholders to sell their shares at the price offered during the bid by means of the squeeze-out procedure already described in question 2.15 above, provided that the bid launched over the totality of shares of the target company (i) has been accepted by 90 per cent of the voting rights that were targeted, and (ii) that as consequence of the bid, the bidder owns 90 per cent of the voting rights of the target company.

6 Deal Protection

6.1 Are break fees available?

The bidder can obtain break fee or inducement fee commitments from the shareholder(s) of the target shareholders. This is indeed a current practice in voluntary and friendly bids.Although the bidder is not subject to any limitation when agreeing with the shareholders of the target company the break fee to be received in case its offer is not accepted, the bidder should be careful not to agree on a compensation which, due to its magnitude, is likely to be considered by the CNMV to totally bar the possibility for any other competing offer to take place as, in such a case, it could easily be determined that the bidder has already acquired control over the target company and, as a consequence, it could be forced to launch a mandatory bid over the target company instead of a voluntary one (this, of course, when the voting rights of the target company held by the bidder, together with those held by the shareholders that signed the break fee, give the bidder acquired control over the company). Furthermore, the bidder can also obtain a break fee from the target company exclusively as compensation for the costs incurred by the first bidder during the preparation of the bid if a competitive bid is finally accepted, subject to the following conditions:(i) break fees will only be available for the first bidder;(ii) the amount of the break fee will not be able to exceed one per

cent of the total consideration of the bid;(iii) the break fee must be approved by the target company’s board

of directors with a favourable report from their financial advisers; and

(iv) the break fee will be disclosed in the bid prospectus.

6.2 Can the target agree not to shop the company or its assets?

A target company, its directors and/or shareholders are free to agree with the bidder not to seek alternative offer proposals in competition with the bidder’s proposal. Similarly, a target company is entitled to agree with a bidder not to sell the assets of the company in order to frustrate the bid. These types of agreements, nonetheless, are to be disclosed in the form indicated in question 4.2 above.In any event, should a competing bid be launched by a third party, the directors of the target company will be banned from taking any decision that could disrupt the competition between both bids.

6.3 Can the target agree to issue shares or sell assets?

The directors of a target company are banned from making any decision which is likely to interfere with the normal development of a bid and/or with the normal and fair competitiveness of two or more competing offers, in accordance with the passivity duty imposed on them by the RD 1066/2007. Accordingly, the directors of the target company will not be able to issue shares, dispose of crown jewel assets, or engage in any other transaction to support a preferred bidder and to frustrate intervention by a competitor, unless they have been previously and expressly authorised by the majority of shareholders in a general shareholder meeting.

6.4 What commitments are available to tie up a deal?

Although, as indicated in question 6.1 above, the passivity duty imposed on the directors of the target company prevents them from

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9 Other Useful Facts

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

Typically, there are two key factors that determine the success of an offer: the price offered as consideration by the bidder; and whether or not the bid is friendly. The higher the price and the lower the opposition from the target company and its directors, the smoother and more successful the outcome of the bid will be.The existence of restrictions, conditions or limitations imposed by the anti-trust or other sector-related competent authorities for the clearance of the acquisition, the subjection of the bid to a greater number of conditions (in cases of voluntary bids), and/or the launching of competing offers by other bidders will also have a negative impact on the success and duration of the bid.

9.2 What happens if it fails?

The only restriction affecting a bidder (and the companies belonging to the bidder’s group) in cases of an unsuccessful bid is the impossibility to launch a new bid over the target company within the six-month period following the date on which the results of the unsuccessful bid were disclosed to the public.The above-mentioned timeframe restriction will not apply when the bid is withdrawn, when the bidder launches a new bid to compete with a bid launched by a third party, or when the new bid is compulsory as the bidder has acquired sudden control of the target company.

10 Updates

10.1 Please provide a summary of any relevant new law or practices in M&A in your jurisdiction.

The high levels of liquidity available in the markets, as well as the devaluation of the Euro, have caused an increase in the number and size of cross-border transactions during 2016. Spanish companies have been the target of numerous international investors. A recovery of the economy has opened the appetite for growth in Spain. In this regard, US, Chinese and Mexican investors have been targeting Spanish companies during the last few months.■ In particular, perspectives for returns through growth from

real estate market have caused a significant increase in the number of Spanish Real Estate Investment Trusts (“REITs”), or SOCIMIs (sociedades cotizadas de inversión en el mercado inmobiliario).

■ Spanish REITs were first introduced in 2009, but it was not until 2012 when Spain introduced substantial amendments to its regime (the minimum share capital requirement for REITs was cut to €5,000,000, its income tax was reduced to 0 per cent and its listing requirements were eased), paving the way for the current upsurge of Spanish REITs.

8 Target Defences

8.1 Does the board of the target have to publicise discussions?

Even though it is possible for the target company to conduct confidential negotiations with a bidder, in order to prevent disruptions to the market and the use of privileged information, the target company is required to disclose its negotiations immediately after if they sense that there is any potential risk of leakage of the negotiations or any other related circumstances that may lead to an alteration of the market. In such cases, a notice known as “Hecho Relevante” will be published by the target company, indicating that both parties are engaged in negotiations which may lead to the launching of a takeover bid.

8.2 What can the target do to resist change of control?

As explained in question 6.4 above, the RD 1066/2007 imposes on the directors a passivity duty that prevents them from adopting any decision which is likely to interfere with the normal development of the bid. Nonetheless, this does not foreclose them from recommending the shareholders not to accept the offer in the report which they are requested to issue once the bid has been approved by the CNMV, nor to look for a competing bidder.Any other measure aimed to frustrate the bid will require the prior authorisation by the general shareholder meeting of the target company.In any event, and as indicated in question 3.3 above, the role of the board of the target company in the crucial and strong opposition by its members is likely to have a significant adverse effect on the success of the bid.

8.3 Is it a fair fight?

In order to ensure a level playing field between the preferred bidder and the rest of the bidders, several measures were introduced to the RD 1066/2007. In this regard:(i) the acceptance period of all competing bids will be extended

to the date of the last bid;(ii) any information voluntarily disclosed to a bidder by the target

company shall also be reported to the other bidders; and(iii) in order to provide equal opportunities to all bidders, a closed

sealed envelope system is foreseen during the auction of the bids.

Nonetheless, the first bidder (usually the preferred one) still retains certain prerogatives, such as: (i) a final chance to improve the bid after the sealed envelope auction, when the consideration offered in its bid is not two per cent lower than the highest consideration offered by the rest of the bids; and (ii) the possibility to agree break fees with the target company (as explained in question 6.1 above).

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Natalia Martí PicóRoca JunyentAribau, 198 1a planta08036 BarcelonaSpain

Tel: +34 93 241 92 00Email: [email protected]: www.rocajunyent.com

Xavier Costa ArnauRoca JunyentAribau, 198 1a planta08036 BarcelonaSpain

Tel: +34 93 241 92 00Email: [email protected]: www.rocajunyent.com

Natalia is a Partner, Member of the Executive Committee of the firm and Head of the Capital Markets team. Natalia holds extensive experience in Corporate, Capital Markets, Finance and Insurance. She has advised financial institutions and listed companies on matters of corporate governance, takeover bids, M&A, regulatory compliance, finance, stock markets, insurance and banking. In addition, she has assisted in the formalisation of several takeover bids and secondary offerings, as well as in the implementation of insurance companies in Spain.

Natalia serves as board secretary for several companies, which means that she is experienced in corporate law issues and in assisting companies with their day-to-day legal matters. Furthermore, Natalia lectures periodically at several universities.

Natalia speaks Spanish, English and Catalan.

Roca Junyent delivers advice across the whole spectrum of legal areas, particularly in Business Law. We are totally committed to our clients and aim at delivering the kind of service that can only be rated as excellent. Availability, flexibility, business-minded advice and proximity are some of the core features we want our clients to see on us.

Established in 1996, Roca Junyent currently employs over 200 professionals working from offices in Barcelona, Madrid, Palma de Mallorca, Lleida, Girona and Shanghai.

Roca Junyent’s rapid expansion and involvement in major transnational deals have resulted in the firm being well-positioned and acknowledged as one of the best law firms in the European legal market. In recognition of this, the firm and many of its fee earners have been singled out by the most prestigious legal publications, including Chambers & Partners, The Legal 500 and Best Lawyer International.

Although Spanish-based, Roca Junyent has an open international approach towards our business and our national and international clients, and it has established solid, permanent and collaborative relationships with top-tier law firms in Europe and in the rest of the world.

Xavier is a Senior Associate within the M&A team of Roca Junyent, advising clients in cross-border transactions, foreign investment, M&A, corporate governance and corporate-related matters.

Xavier is a Member of the extended bureau of AIJA (International Association of Young Lawyers) and Co-chair of its Forum of the Commissions.

Xavier was selected by his peers for inclusion in The Best Lawyers in Spain 2016 in the fields of Corporate & M&A.

Xavier is also a member of the boards of several associations and non-profit associations, and is often involved with university teaching activities.

Xavier speaks English, Spanish, Italian, French and Catalan. He also has a basic knowledge of Danish.

Roca Junyent Spain

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