OUR EXPERTISES > CORPORATE
SPAC (Special Purpose Acquisition Company)
Our Experts on Corporate Law
Why choose Del Canto Chambers?
Del Canto Chambers provides dual-qualified, multi-lingual tax lawyers, who have worked on over 500 cases throughout Europe, the Middle East, Latin America and Asia, making us the counsel of choice for London-based and international clients, corporations, solicitors and tax advisers.
- Special Purpose Acquisition Company
- A listed SOCIMI owning real estate
- Acting for a NYSE SPAC, the IP assets of one of the top La Liga Futbol Clubs in accordance with NYSE standards.
- Acting for a NYSE SPAC, an electric cars manufacturer in accordance with NYSE standards.
Our comprehensive Due Diligence report meets ISO9001 standards and includes Corporate & Governance, Sarbanes-Oxley and Financial regulations, Financials and Tax compliance, Intellectual Property, Data Protection and Privacy Laws, IT, Employment, Property, Pending Litigation, tax and regulatory inspections, Insurance, Government regulations and all other regulatory matters as related to the deal.
In addition to the due diligence we offer advice on the transactional aspects including the M&A implications in Spain and the EU, the use of a Luxembourg company, International Tax and Legal implications for the transaction and the shareholders, and all necessary tax & legal advice working with preferred US counsel and acting as a trusted advisor throughout the SPAC life cycle.
Most SPACs are registered in common law jurisdictions and continental law, as well as tax, governance and other compliance and regulatory considerations must be taken into account when structuring the transaction in Spain.
Our bilingual dual-qualified lawyers advise international clients on cross-border SPAC matters, as well as company formation, Joint Ventures and M&A in the Spanish territory. In matters of tax, compliance, governance, due diligence, and intellectual property, as they apply to the entire SPAC process, including De-SPAC, few firms can match our sheer intelligence and knowledge.
Explaining SPACS
Although they have existed for decades, SPACs popularity rose rapidly in 2019/20. They are shell companies that exist to raise capital through an IPO to fund an M&A. Also known as ‘blank cheque companies’, SPACs are usually formed by investors with a particular knowledge of an industry who pursue deals in that sector. These investors may have a merger target in mind when forming the SPAC, but this will be kept under wraps to evade disclosures during the IPO process.
The capital raised in an IPO remains in interest-bearing trust accounts and can only be released for the purposes of completing an M&A. Should the deal fall through, the funds are returned to the investors and the SPAC is liquidated.
Once the M&A is properly established, and the De-SPAC completed, the SPAC takes on the business and identity of the company it acquires.
Del Canto Chambers SPAC expertise
Once instructed, our SPAC team will take the time to understand your ultimate commercial goals and requirements and will liaise with your counsel. We are committed to achieving results and will provide advice concerning:
- The implications of the SPAC process in Spain
- Pre due diligence of target company
- Any cross-border issues that may affect formation or the achieving of the SPACs objectives, including the the jurisdictions to be used to optimise the tax position
- Comprehensive Due diligence on the M&A target
- The M&A deal itself, including drafting and negotiating relevant agreements.
- All tax matters concerning the formation of the SPAC, any necessary SPV and M&A.
- Governance and compliance matters in Spain regarding the public company restructuring following the M&A completion.
- Liaising with Public Relation offices if required
Our team understands the complexities of international tax, commercial, and regulatory law, and will meticulously examine every detail of the SPAC formation and the M&A transaction. You can be confident that by instructing us, you will have access to expert legal knowledge on all matters concerning SPACs. We are driven to obtain success and will leave no stone unturned to ensure you and other stakeholders achieve the desired outcome.
Examples of our SPAC work
We have advised a New York SPAC acquisitions in Spain with a comprehensive due diligence report including Corporate & Governance, Sarbanes-Oxley and Financial regulations, Financials and Tax compliance assessment, Intellectual Property, Data Protection and Privacy Laws, IT, Employment, Property, Pending Litigation and other inspections, Insurance, Government regulations and all other regulatory matters as related to the deal.
In addition to the due diligence work we advised on the transactional aspects of the SPAC and plans for De-SPAC considering the tax and legal implications in the EU and Spain.
- We completed a comprehensive due diligence on the acquisition of the IP assets of one of the two main Football Clubs in the Spanish Liga in a deal worth $300 million. We also advised on the tax and legal aspects of the De-SPAC, including the impact of SPV intermediate steps.
- We completed a comprehensive due diligence on the acquisition of the IP assets of one of the two main Football Clubs in the Spanish Liga in a deal worth $300 million. We also advised on the tax and legal aspects of the De-SPAC, including the impact of SPV intermediate steps.
How we can help
- corporate mergers and acquisitions
- private equity deals
- drafting non-disclosure agreements
- conducting due diligence
- joint ventures
- working special purpose entities and vehicle formation
- List Item
A Del Canto Chambers, a senior double qualified lawyer will stay involved throughout the work to ensure you experience a seamless service. This connection provides not only consistency but an intimate knowledge of your business and the ability to be proactive in our advice and representation. We will also help you navigate through the transactional process by coordinating the different professionals involved coordinated by our project management team.
Del Canto Chambers Turnkey Project Management Approach
For complex international projects, Del Canto Chambers uses a Turnkey Project Management approach with a full-service support solution, including decision-making protocols and timelines. The partner in the original engagement stays involved throughout the project as they understand your business. This ensures you benefit from an intimate client knowledge, expertise, and proactive advisory services. We have worked on a variety of legal and tax projects in Spain, the Middle East, and Latin America, advising European and American companies, and our Turnkey Project Management approach allows us to incorporate multiple local partners to ensure successful implementation.
The holistic Turnkey Project management approach:
- facilitates effective coordination between different parties and jurisdictions
- provides planning, monitoring and updates to strategically accommodate any changes and mitigate risk
- enables a consistent and efficient approach from initial execution through to completion
- ensures that projects are delivered on time and within budget
International Case Examples
For complex international projects, Del Canto Chambers uses a Turnkey Project Management approach with a full-service support solution, including decision-making protocols and timelines. The partner in the original engagement stays involved throughout the project as they understand your business. This ensures you benefit from an intimate client knowledge, expertise, and proactive advisory services. We have worked on a variety of legal and tax projects in Spain, the Middle East, and Latin America, advising European and American companies, and our Turnkey Project Management approach allows us to incorporate multiple local partners to ensure successful implementation.
The holistic Turnkey Project management approach:
- facilitates effective coordination between different parties and jurisdictions
- provides planning, monitoring and updates to strategically accommodate any changes and mitigate risk
- enables a consistent and efficient approach from initial execution through to completion
- ensures that projects are delivered on time and within budget
Jani-King
Advised Jani-King, the world’s biggest franchise company, on structuring its European franchise operations.
Sunseekers
Advised the British company Sunseeker International on the restructuring of their Mediterranean operations.
Huffington Post
Advised Huffington Post on a joint venture with the Integral Media Group to launch HuffPost Arabi.
NYSE SPAC
Advised on the acquisition of two Spanish companies using a Luxemburg structure.
Grupo PRISA
Advised Grupo PRISA on securing and negotiating a capital investment of £100m from Qatar.
Our Experts on Corporate Law
Why choose Del Canto Chambers?
Del Canto Chambers provides dual-qualified, multi-lingual tax lawyers, who have worked on over 500 cases throughout Europe, the Middle East, Latin America and Asia, making us the counsel of choice for London-based and international clients, corporations, solicitors and tax advisers.
Major Cases
Corporate Cases
We have worked on several corporate cases including some of the worlds leading companies in media, luxury boats, football clubs, NGOs, investments and much more
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