Spain

Our Madrid office was opened in 2000 and in response to client needs, we strengthened our practice by merging with the Spanish firm Mochales & Palacios in 2007. The office plays a prominent role in the firm’s European network and works closely with our other offices.

Our Madrid team of English qualified and Spanish lawyers have a deep understanding of the Spanish market and extensive experience advising Spanish and international clients in major industry sectors, such as Asset Management & Investment Funds, Financial Institutions, Life Sciences and Technology, Media and Telecommunications. Our particular expertise comprises to corporate and commercial, M&A, banking, financial services and regulatory, capital markets, tax, dispute resolution and arbitration, fraud, insolvency and restructuring and employment.

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Experience

Corporate and commercial

  • advice to a leading global advisory, broking and solutions company in preventing any risks associated to its bankinsurance portfolio, being responsible for all actions related to the management of the portfolio, including due diligence procedures to prevent any possible conflicts
  • advice to the US sellers of an international financial advisory mid-market specialist in a worldwide acquisition, being instructed to lead all the Spanish implications of the sale of the company to a Spanish Private Equity firm
  • advising a major Spanish bank in the structuring and set up of a proprietary Fin-tech investment fund investing worldwide, including corporate, tax and regulatory advice
  • advice to a leading next generation mobile operator on the incorporation, licensing, granting of numbering and developing of a MVNO (Mobile Virtual Network Operator) in Spain.

Dispute Resolution

  • defending the Spanish government and the Bank of Spain in a case of corruption against the Directors and managers of Bankia, the fourth largest Spanish Financial Institution
  • acting as arbitrator in the CCI arbitration (Spanish law) in a multimillion lawsuit between a leading German group and a family-run company due to a disagreement in the management of a company
  • representing a leading Spanish financial institution in a procedure against the local government of a Spanish town on the basis of the breach of a real estate leasing contract and the breach of a related comfort letter
  • advice to financial institutions when challenging the enforcement of a court-sanctioned refinancing agreements related to several industrial groups in Spain
  • advice to a leading international bank on the insolvency of the group of companies that own Banco Santander’s headquarters (Ciudad Financiera del Santander)
  • acting for a leading Spanish media group in proceedings for unfair competition
  • advising one of the two leading groups of companies in the film distribution field in a voluntary bankruptcy proceedings, involving the 8 companies that are part of the group
  • advice as an independent legal expert to Spanish financial entities in several cases to solve controversies on the management on debt recovery, related to insolvent companies or insolvency proceedings (eg Abengoa and Pescanova proceedings).

Employment

  • advice to a leading financial institution on complex litigation cases and remuneration schemes
  • advice to leading pharmaceuticals companies worldwide, in their strategic employment matters in Spain, including labour litigation cases
  • advice in relation to employment matters within the context of M&A deals in order to avoid any litigation and internal conflicts for its adequate closing
  • representing legal services firms on the negotiations for the incorporation of partners/directors from competitors and/or constructive dismissals claims filed by former managers.

Financial Markets

  • advice to Spanish financial institutions on repackaging programmes for the issuance/transfer of series of structured notes
  • advice to international financial entities on international multi-jurisdictional capital markets transactions consisting on the issue of a series of high yield bonds
  • advice to leading financial institutions and hedge funds in all their secondary loan trading. For example, representing clients in all major operations occurring in the Spanish market such as Pescanova, Cementos Portland, FCC, Prisa, Abengoa, Deoleo, Cortefiel, Marme, IDC Salud, Natra, Amper, Acciona, Realia and La Seda
  • advising major international US hedge funds and investment banks on the acquisition of mortgage loans from Spanish banks, including advice in relation to setting up of a Spanish vehicle for the purpose of acquiring the portfolio, complex financing structures and formalisation of senior and subordinated loan agreements, transfer agreements and third party servicing agreements.

Financial Regulatory

  • setting up various branches in Spain of EU investment firms
  • analysing different alternatives on a multi-jurisdictional scenario in the context of Brexit
  • adapting procedures and internal documentation in view of new regulations (UCITS V, MiFID2, AIFMD and PRIIPs)
  • advising various institutions on local conduct of business rules
  • designing new models of cross-border distribution for UCITS and AIFs
  • advising fund managers on assets eligibility of their products for investment by Spanish institutional investors
  • communicating short positions and advising foreign funds on the application of short selling restrictions
  • advising hedge funds managers in various regulatory matters (licensing requirements, cross-border business, cap-intro events).

Real Estate

  • advising a UK real estate investment firm in the purchase of several (4) residential buildings in Madrid from different counterparties in order to refurbish the assets and sale the new residential units
  • advising an American fund manager and a Dutch Real Estate firm in the acquisition of different commercial units that compose a Shopping Centre (the purchase price for the entire asset is €160m), including advising in the due diligence process, negotiating the SPAs and financing of the deal
  • advising a Spanish bank in the disposal of their real estate servicing platform
  • advising a UK investment company in the sale of most of their properties in Spain and in the lease negotiations that they have for some of their assets (office buildings) in excess of €230m)
  • advice to an American fund manager, acting as purchaser, in the acquisition of 11 hypermarkets leased to a Spanish retailer for an amount of €358m
  • advice to a Swiss family office in the sale and lease-back of several assets formerly owned by an electricity energy company for an amount of €87m
  • advice to a Spanish SOCIMI in the refinancing by an international bank of the acquisition´s debt related to a shopping centre located in the north of Spain for an amount of €35m
  • advice to a Spanish SOCIMI in the refinancing by a Spanish Bank of the acquisition´s debt related to a warehouse and to an office building located in Madrid for an amount of €20m
  • advising a leading investment bank in the incorporation of a joint venture for the acquisition of two hotels in the Canary Islands.

Tax

  • advising various hedge fund managers on complex cross-border tax issues, including promoting their business and investing in Spain, and those investing in Spanish assets
  • advising a number of private equity firms and private investors on international tax planning, including the use of Spanish holding companies (ETVEs) in a range of sectors
  • advising private equity fund managers in US and UK on the tax structuring of the acquisition of distressed mortgage-backed assets and real estate by distressed debt funds
  • advising a number of major US and UK hedge fund managers on a wide range of aspects concerning Spanish nonresidents taxation in relation to financial investments, or Spanish tax implications derived from the marketing and distribution of funds in Spain
  • advising several UK investment firms on the tax aspects relating to the setting up and operation of sales branches in Spain
  • advising a number of leading global asset managers on tax litigation matters concerning dividend WHT refunds on the basis of EU law and ECJ case law (“Fokus Bank claims” and others)
  • advising unit-linked insurers on a wide range of cross-border tax implications and clients personal taxation issues.