An Empirical Study of M&A Contracts in Spain (2013-2014)

By Francisco Marcos (IE Law School)

Based on a survey conducted between March and July 2015 to more than a hundred Spanish companies active in the Spanish M&A market, this paper examines the contractual terms used by operators concerning the main features of contract (Price, Seller’s Liability, Buyer Protection and Conflict Resolution). The study aims to provide some empirical information to complement the existing theoretical studies on M&A in Spain, emulating similar empirical analysis conducted in other jurisdictions.

The survey was sent to those managers responsible for negotiating M&A contracts of 113 Spanish companies and we obtained 43 valid responses. Answers refer to 278 acquisitions that took place between 2013 and 2014. The results and subsequent analysis evidence the strong Anglo-American influence in the drafting of M&A contracts in Spain; therefore, Spanish practice does not differ much from that followed in other European countries and in the United States. Still, there are some relevant differences concerning the frequency of use frequency of some clauses, as well as meaningful divergences in the contractual patterns followed by private equity firms on certain issues.

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