A corporate acquisition or sale can mark a decisive strategic shift in the trajectory of a company. Whether driven by expansion plans, divestment, succession planning or integration into a group, the success of the process depends largely on how its phases are structured and on the rigour with which the financial, legal and tax aspects are addressed.
It is not simply a matter of finding a buyer or seller: it is essential to follow a clear, orderly and technically sound process that minimises risks, ensures transparency and facilitates the closing of the transaction on optimal terms for both parties.
Below, we outline the key stages that define a well-managed corporate transaction in Spain.
Detailed analysis of the company
Before taking any steps, a thorough assessment of the company is essential. This first stage helps identify the business’s strengths and weaknesses from an economic-financial, legal, labour and tax standpoint.
For the seller, this diagnosis helps detect potential contingencies or areas for improvement that should be addressed before going to market. For the buyer, it allows the definition of search and selection criteria aligned with their growth strategy.
The teaser: drafting a blind summary
Following the initial assessment, a short document is prepared summarising the company’s key metrics and highlights—without disclosing its identity. This is known as a blind teaser.
The teaser serves to attract interest from potential buyers, presenting the most appealing features of the business (sector, revenue, client portfolio, competitive advantages, etc.) in a confidential manner.
At this stage, clarity of message and a strategic focus are essential to draw the attention of the right candidates.
Identifying and selecting potential buyers
Once the teaser is ready, the process of identifying and contacting prospective buyers or investors begins. Candidates are filtered based on solvency, strategic alignment or sector experience.
The aim is to engage only with profiles that are genuinely interested and have the financial and technical capacity to pursue the deal.
This stage also marks the start of the preliminary exchange of information under confidentiality agreements (NDAs) and initial negotiation of terms (letters of intent, non-binding offers, etc.).
Q&A: responding to enquiries
After identifying interested parties, an information exchange phase begins, during which potential buyers raise specific questions about the company.
These questions typically relate to accounting, contracts, operations or tax matters. They must be answered accurately and efficiently to allow the process to move forward.
Having an advisory team that organises and filters the information is essential to building trust and credibility with potential buyers.
Due diligence: an in-depth review
Due diligence is one of the most sensitive stages of the process. It involves a comprehensive review by the buyer of the company’s true position: financial statements, regulatory compliance, labour status, current contracts, intellectual property, litigation, and more.
This analysis allows the buyer to verify that the information provided is accurate and that there are no hidden liabilities that could impact the valuation or jeopardise the deal.
From the seller’s point of view, being well-prepared for this stage is vital. Clear, well-organised and complete documentation can speed up the process and prevent renegotiation or the buyer walking away.
Closing the deal: the final step
Once due diligence is complete, the process moves into its final phase. This is when the purchase agreement is negotiated, final terms are agreed—price, deadlines, guarantees—and the signing and execution of the deal are coordinated.
This final stage requires close collaboration between legal, tax and financial advisors to ensure the contract properly reflects the agreed terms and that the closing is carried out with full legal safeguards.
What does this mean for companies?
A business acquisition or sale is not something to be improvised. It involves strategic decisions that affect the value of the company, its operational continuity, and, in many cases, the personal wealth of the shareholders. Identifying a buyer or initiating informal talks is not enough.
A clearly defined strategy, thorough analysis from the outset, and the backing of a multidisciplinary team familiar with the legal, financial and tax complexities of these transactions are essential. Every stage—from the teaser to the final agreement—requires a structured and professional approach to reduce risks, protect interests, and support sound decision-making.
