The Official Spanish Chamber of Commerce in Belgium and Luxembourg hosted on Thursday 10 September the conference “M&A Processes in Spain, Belgium & Luxembourg: Similarities and Differences”, organised in collaboration with the law firms Philippe & Partners and Ceca Magán Abogados, at its Brussels premises (Avenue des Arts 1-2, 9th floor).

The session brought together six lawyers from both firms — Denis Philippe, Violette Hostens and Marine Degodenne for Philippe & Partners, and José María Pastrana, Mar Sanz and Ione Ferreño for Ceca Magán Abogados — to walk step by step through how a merger or acquisition is structured in the three jurisdictions: non-disclosure agreement, letter of intent, due diligence, share purchase agreement, signing and closing. The conclusion, anticipated at the outset and confirmed at the end, surprised the speakers themselves: the differences between the three countries are smaller than expected, a convergence they attributed to the shared civil-law roots of the three systems and to the growing weight of European legislation.

The interest lay precisely in the nuances. The speakers compared the usual confidentiality periods in each country, the scope of the duty to negotiate in good faith, due diligence practice and the role of the red flag report, the notarial intervention required under Spanish law for the transfer of shares, the limits on a seller’s liability and the rise of representations and warranties insurance. The second part looked closely at three specific questions: restrictions on the transferability of shares, the removal of directors and the mechanisms for resolving shareholder disputes. Merger control and foreign investment screening closed the analysis, with agreement that their relevance will only grow in all three markets.

The conference ended with a lively question and answer round in which attendees were able to put their own cases to the six lawyers, and with a lunch that allowed the conversation with the speakers to continue. The Chamber thanks Philippe & Partners and Ceca Magán Abogados for their collaboration in organising this conference.