Lawyers Specializing in Due Diligence for Mergers and Acquisitions
Before closing any business acquisition, knowing exactly what you are buying is the best safeguard against later surprises. Due diligence is the audit that reveals the true legal, tax, labor and financial condition of the target company, and our team of lawyers specializing in M&A transactions conducts it rigorously so that every investment decision is made with complete information.
We assist buyers, sellers and private equity funds at every stage of the review: from signing the non-disclosure agreement (NDA) and the letter of intent (LOI) to setting up the data room, analyzing contingencies and translating the findings into the share purchase agreement (SPA). Whether it involves a share deal, an asset deal or a strategic integration, we identify the hidden liabilities and legal risks that determine the price and structure of the transaction.
Our approach combines technical precision and business vision so that due diligence is not a mere formality, but a tool that protects your investment and strengthens your negotiating position.
Comprehensive Legal Audit for Corporate Transactions
We offer a structured due diligence process for companies and investors facing a merger, an acquisition or an entry into the capital, providing a clear analysis of the risks and contingencies that makes it possible to negotiate with confidence and safeguard the outcome of the transaction.
Legal and Corporate Due Diligence
We review the corporate structure, share capital, shareholders’ agreements, key contracts and pending litigation of the target company. We verify the ownership of the shares and the necessary licenses and authorizations, recording each finding in a report that supports the representations and warranties of the contract.
Tax and Labor Due Diligence
We analyze the tax and labor contingencies that may affect the valuation: tax position, audit risks, workforce, seniority and potential claims. We quantify these contingencies in order to translate them into a price adjustment or indemnity clauses that protect the buyer.
Data Room Management and Coordination
We organize and oversee the virtual data room, coordinating the documentation between the parties and their financial advisors. We define the scope of the review, handle the questions and answers (Q&A) and ensure that the information flows in an orderly, confidential and traceable manner.
Identification of Risks and Hidden Liabilities
We detect the hidden liabilities and contingencies that may alter the real value of the company: unrecorded debts, contractual breaches, charges over assets or regulatory risks. Each identified risk is translated into a specific recommendation for the negotiation of the SPA.
Compliance and Data Protection Due Diligence
We assess the regulatory compliance of the target company: compliance programs, data protection, anti-money laundering prevention and sector-specific observance. We anticipate the reputational and sanctioning risks that the buyer would assume after closing and propose the appropriate corrective measures.
Intellectual and Industrial Property
We verify the ownership and validity of trademarks, patents, know-how and intellectual and industrial property rights that underpin the value of the company. We check that they are properly protected and free of disputes that could compromise these assets after the acquisition.
Contact us
At BCVLex, we study your transaction and design the most suitable due diligence scope as quickly as possible. Consult us about your case.
Madrid Office:
C/ Velázquez 34, 6th floor, office 601, 28001 Madrid
Ph: +34 91 577 6368
Bordeaux Office:
2 Rue des Trois Conils 33000 Bordeaux
Ph: +33 (0) 5 57 01 36 36
Due Diligence in M&A: Reliable Information to Decide with Confidence
A well-executed due diligence is what separates a sound acquisition from a corporate risk taken on blindly. Our firm combines an extensive track record in commercial law with a multidisciplinary team —legal, tax and labor— that addresses every area of the target company and connects the findings with the strategy of the transaction.
We work with structured methodologies and checklists tailored to each transaction, so that no relevant aspect is left unreviewed. The result is a clear report that quantifies the contingencies, underpins the representations and warranties and guides the negotiation of mechanisms such as the earn-out, the indemnity clauses or the price adjustment, always with a long-term vision.
Scope Tailored to Each Transaction
Not all acquisitions require the same depth of review. We define a scope proportionate to the size, sector and risk of the transaction, prioritizing the areas critical to the buyer and avoiding excessive work that drives up the cost of the process without adding real value.
Coordination with Financial Advisors
Legal due diligence does not operate in isolation. We coordinate our analysis with the financial due diligence and with the financial advisor or investment bank, integrating concepts such as EBITDA, net debt or working capital so that the valuation and the contract faithfully reflect the reality of the company.
From the Finding to the Contractual Clause
Every risk detected is reflected in the contract. We translate the conclusions of the audit into the representations and warranties, the conditions precedent, the MAC clause and the indemnification mechanisms, ensuring that the SPA effectively protects our client’s position.
Efficiency in Timeframes and Costs
We apply a methodology that prioritizes the control of timeframes and the orderly use of the data room. We anticipate bottlenecks and regulatory authorizations —including, where applicable, merger control approval before the CNMC— so that the transaction moves forward swiftly and without last-minute contingencies.
Client Reviews
BCVLex: Specialists in Due Diligence for Mergers and Acquisitions
At BCVLex we advise companies, funds and investors on the due diligence of merger and acquisition transactions, providing a rigorous review that ensures legal certainty and well-founded decisions at every stage of the process.
Our team specializes in M&A transactions and in the legal, tax and labor audit of the target company, offering a service that ranges from designing the scope and managing the data room to translating the findings into the share purchase agreement.
Due Diligence Tailored to Each Transaction
Each transaction poses its own challenges depending on the sector, the size and the chosen structure. That is why we adapt the scope of the review to the particularities of each case, with services such as:
- Legal and corporate due diligence: analysis of corporate structure, key contracts, litigation and shareholders’ agreements.
- Tax and labor due diligence: quantification of tax and labor contingencies that affect the valuation.
- Compliance due diligence: review of regulatory compliance, data protection and sanctioning risks.
We anticipate the risks, connect them with the negotiation of the SPA and ensure a transaction with full visibility over what is being acquired.
Review in Domestic and International Acquisitions
We have experience in due diligence of cross-border acquisitions, coordinating the review across different jurisdictions. Our support includes:
- Regulatory analysis by jurisdiction: assessment of the local legal framework that conditions the viability of the purchase.
- Coordination with financial due diligence: integration of the legal findings with the valuation and the financial model.
- Support with the transaction documentation: NDA, LOI, term sheet, SPA and shareholders’ agreements.
We ensure an orderly process, aligned with the client’s strategic objectives of growth or consolidation.
From the Due Diligence Report to Closing
The review gains value when it translates into decisions and contractual protection. Our team takes care of:
- Preparing the findings report with the quantification of each contingency.
- Defining representations, warranties and indemnity clauses based on the risks detected.
- Advising on price adjustments, earn-out and conditions precedent.
We accompany the client through to signing, ensuring that the outcome of the audit is reflected in a solid agreement.
Support in Post-Acquisition Integration
Beyond closing, we provide assistance so that the due diligence findings are properly managed during the integration phase. Our services include:
- Follow-up on the corrective measures identified during the review.
- Regularization of licenses, contracts and intellectual property.
- Prevention of corporate and labor disputes in the new structure.
With our advice, the post-transaction integration unfolds with legal certainty and without setbacks.
Why Choose BCVLex for Your Due Diligence
Entrusting the review of your transaction to BCVLex means having:
- Proven experience in complex corporate transactions.
- A multidisciplinary team in commercial, tax and labor law.
- A commitment to clear, actionable reports geared toward the negotiation.
We act with foresight, rigor and strategic vision, minimizing risks at every step of the process.
Decide Your Next Transaction with All the Information
Whether you are evaluating the purchase of a company, preparing the sale of your business or structuring an entry into the capital, at BCVLex you will find a team ready to design and execute the due diligence your transaction needs, with solvency and commitment.