Mergers and Acquisitions
Asset sale of a major Spanish manufacturing facility on behalf of a French multinational to UK investors. Negotiation and drafting of asset sale agreement, due diligence preparation, handling of all labor matters for transfer of a 350 person workforce and related real estate due diligence and transfer as well as related tax matters.
Share acquisition of Spanish equipment distribution company on behalf of foreign investors, including due diligence investigation, drafting and negotiation of share purchase agreement, related executive employment agreements, shareholder agreements and other ancillary agreements.
International Joint Ventures
Set up of a joint venture between a Spanish company and a Chinese industrial group for manufacture, distribution and sale within China. Negotiation of company structure, technology transfer and authorizations from the local and central Chinese governments.
Representation of French investors in the set up of an Indian company with local partners for the receipt of technology for local manufacture and distribution. Negotiation of joint venture agreement, including capital contributions, corporate governance, puts and calls and competition limitations. Negotiation of related technology transfer and component supply agreements.
Litigation and Arbitration
Representation of a Spanish agent in an arbitration administered by the Madrid Chamber of Commerce related to breach of contract and the failure to pay indemnification under Spanish law. Questions of law, including application of the related European Directive as transposed both under English and Spanish law and the application of the Treaty of Rome regarding the law applicable to contractual obligations.
Representation of a US company in its suit before the Spanish courts regarding a breach of an international sales agreement by a Spanish company, as well as claims against the directors and shareholders for personal liability based on theories involving penetration of the corporate veil and failure to timely liquidate or seek bankruptcy protection.
Representation of a Spanish state company in the negotiation with a US company for the transfer of nuclear storage technology for manufacture and use in Spain.
Negotiation of integrated circuit design and manufacture agreement and subsequent requirements contract for major technology company.
International Sales and Commerce
Negotiation of a distribution agreement between a US clothing manufacturer and a Spanish distributor. License agreement including manufacturing technology and branding.
Establishment of internet insurance brokerage portal in Spain and obtaining of related brokerage license. Negotiation of related software development and hosting, equipment licensing agreements. Negotiation of portal and white label agreements.
Representation of a Spanish telecommunications equipment manufacturer in competitive bid for the supply and implementation of rural telephone system in Africa. Negotiation of related contract with government authorities and supervision of the set up of local company and subcontracting agreements.
Representation of Spanish railroad equipment manufacturer as subcontractor to a major Spanish construction company in its bidding for and implementation of awarded contract for rail extension in Central Asia.