Mergers & Acquisitions for Startups: deals that close well or get complicated forever
We advise you on M&A processes: buying, selling, integration, due diligence, contracts and closing. Strategic operations well structured from a legal perspective.
Schedule your M&A consultationWhy do you need legal advice in an M&A process?
A merger or acquisition is not just about numbers. It's a complex legal process where every clause counts. If it's not well structured from the beginning, it can generate conflicts, delays, economic losses... or directly break the deal.
At Satya Legal we work with startups, scaleups and investors to structure purchases, integrations or exits with legal sense, strategic vision and focus on execution.
We have advised on operations inside and outside Spain, with technical, financial and international teams. We know how the board moves and how to protect your interests at each stage.
What does our legal service in mergers and acquisitions include?
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Letter of Intent (LOI / MOU)
Drafting or reviewing the initial document that defines the negotiation. Key to setting the ground.
Legal Due Diligence
Review of contracts, bylaws, cap table, intellectual property, taxation, personnel... to see what's there and what's inherited.
Legal structure of the operation
Asset purchase vs. share purchase, mergers, progressive integration, earn-outs, etc.
Purchase agreement drafting (SPA / APA)
Conditions, price, adjustments, representations and warranties (reps & warranties), penalties.
Coordination of signatures and closing
Assistance until the end: notary, execution, collection, delivery, and associated documents.
International operations
We coordinate with advisors outside Spain if the other party is foreign. We speak their language (and the legal one too).
Each operation is different. That's why we advise you not only legally, but also with strategic criteria: understanding the real risks, your objectives and the pace of the deal.
Common errors in poorly structured M&A processes
A poorly advised M&A operation cannot only break: it can leave you tied to commitments that pursue you for years. These are some errors we have seen (and fixed) in real operations:
LOI drafted without clear limits: It's signed as if it were a "draft" and then becomes a legal anchor. You need to know what you're signing.
Superficial or poorly prepared due diligence: Missing key documentation, unclosed contracts or tax problems discovered late... affecting the price or canceling the operation.
Reps & Warranties copied without context: Clauses that force you to respond for things you don't control, even years after closing.
SPA drafted without clear penalties: If the other party doesn't comply, you can't claim anything. Not even stop the process.
Lack of coordination between teams: Legal, financial, technical and commercial must speak the same language. If not, noise is generated... and delays.
At Satya Legal we work to ensure every operation reaches a good port with security, agility and criteria. Because here errors are not forgotten: they are paid for.
Frequently asked questions about M&A processes for startups and SMEs
What is an LOI in a purchase process?
It's a letter of intent that sets the initial terms of the negotiation. It's not always binding, but can generate legal commitments if not drafted well. It's key to start on the right foot.
How much does a legal advisor for an M&A cost?
It depends on the complexity of the operation, number of parties and transaction volume. At Satya Legal we work with closed budgets after analyzing the deal, or with phases if the process is long.
What is an SPA and why is it so important?
It's the share or asset purchase agreement (Share Purchase Agreement). It defines price, conditions, warranties and penalties. If it's not well drafted, everything above falters.
What do reps & warranties mean?
They are declarations made by the selling party about the state of the company. If later proven untrue, they can demand compensation from you. It's a critical point in any M&A.
Can I sell my company even if it has debts or open contracts?
Yes, but they must be well reflected in due diligence and the contract. The important thing is that the buyer knows and assumes (or not) those risks transparently.
Are you about to close an operation? Don't sign without reviewing
A poorly advised purchase can be expensive. And a merger without legal coverage can tie you to commitments you don't see coming. If you're in the middle of an operation or about to start one, talk to us first.
At Satya Legal we accompany you from LOI to closing. Without empty technicalities, focused on protecting your position and making the operation actually execute. Inside or outside Spain.
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