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  • What is an indemnity in M&A and how does it protect you?

    In any sale and purchase of a company, there is one element that can save the parties from a million-dollar problem: indemnity in M&A. Sound familiar? It’s time to get it right.

    What exactly does an indemnity cover in M&A?

    Imagine this: you are about to close a deal. You have done your due diligence, but you see a possible tax lawsuit. It hasn’t materialised yet, but alarm bells are ringing. In that scenario, an indemnity clause is not a suggestion: it’s your bulletproof vest. It obligates the seller to bear the cost if that problem is triggered after closing. Without it, that potential lawsuit can become your nightmare, legally and financially.

    Indemnities apply to known risks. We are not talking about vague promises like warranties, but precise guarantees: if X happens, you pay.

    Typical examples:

    • Ongoing litigation
    • Fines for tax inspections in process
    • Outstanding labour debts

    The key is to put it in writing. Because if you know it and you don’t agree to it, you won’t be able to claim. It’s that simple. It’s that dangerous.

    Indemnities vs Civil Code

    This is where the second level of the game comes in: the Civil Code. Article 1484 states that the seller is liable for hidden defects. But beware: if the buyer knows about them, there is no longer any liability. In the M&A world, this is not always the case. That is why sandbagging clauses exist. What do they do? They allow you to claim even if you were already aware of the problem, as long as the seller has concealed it or lied about it in his statements.

    But is that legal in Spain? It depends. Some courts validate them on the grounds of contractual autonomy. Others do not, considering them contrary to mandatory rules. What is clear is this: if you don’t talk about it and don’t agree to it, you lose. This is why it is often decided to directly exclude the application of the Civil Code. But this is not a minor decision. Because in doing so, it also removes its protections. It can be a double-edged sword.

    At Confianz we evaluate each case. It’s not about filling a contract with meaningless clauses. It’s about designing an agreement that works, that holds up and that defends you. We also help to set clear limits: what risks are covered, for how long, with what economic ceiling and under what conditions. Because a poorly negotiated indemnity can be a dead letter.

    How we approach it at Confianz

    At Confianz we do not use templates. Each operation has its own edges, risks and urgencies. And indemnities are too important to improvise. Our approach:

    • We take a closer look at due diligence
    • We detect real risks, not assumed risks
    • We design clauses that make both legal and practical sense.
    • We negotiate without fear and with substance

    We know that a badly drafted clause can cost millions. And we also know that negotiations are often avoided so as not to «strain» the relationship. We say the opposite: you have to tighten it where it is needed, so that it does not break later. Moreover, we help to filter out what is reasonable. Because not everything should be covered by indemnity. They can be limited to clear cases: malice, blatant errors or known but unresolved facts. This protects the buyer, without suffocating the seller.

    That is why we say that indemnities are not small print. They are the heart of the contract. And if they are badly done, there is no turning back.

    An indemnity in M&A is not just a legal formality. It is your life insurance in a complex transaction. It may sound like a technicality, but it is not. If you are in the middle of an M&A transaction or about to enter into one, don’t jump in without it in place. A clear indemnity can save you years of litigation and headaches.

    At Confianz, we have been fine-tuning these clauses for years. Not with theory, but with practice. Real cases. Real people. Real risks. Are you buying or selling a company? Let’s talk.

  • Complete step-by-step guide to the process of selling a company

    Deciding to sell a business involves a series of complex steps and strategic decisions. At Confianz we bring a meticulous and well-planned approach to ensure a successful transaction and maximise the value obtained. We have created a detailed guide to each stage of the process of selling a business, providing a clear and practical overview for entrepreneurs looking to start down this path.

    1. Reflect on your motivations and goals

    Before starting the sale process, we need to check the reasons behind the decision: are you looking to retire, diversify investments, face financial challenges or simply create new opportunities? Clarifying your motivations will allow you to set clear and realistic objectives, facilitating decision making throughout the process.

    2. Evaluate and improve the structure of your company

    A well-organised and professionalised company is more attractive to potential buyers. It is essential to review and, if necessary, improve aspects such as:

    • Accounting and finance: Ensure that financial statements are up to date, audited and accurately reflect the economic health of the company.
    • Legal aspects: Check that all contracts, licences and permits are in order and transferable.
    • Internal operations: Optimises processes and documents procedures to demonstrate operational efficiency.

    This preparation not only facilitates the sales process, but can also increase the perceived value of the company.

    3. Make an objective assesment of the company

    Determine the true value of your business and establish an appropriate selling price. Consider hiring business valuation experts who use recognised methods, such as discounted cash flow analysis or market comparables. An accurate valuation provides a solid basis for negotiations and helps justify the price to potential buyers.

    4. Prepare an attractive  presentation for buyers

    Develop an information dossier that highlights the most attractive aspects of your company:

    • Executive summary: Overview of the company, its history and vision.
    • Key financial data: Revenues, profits, margins and future projections.
    • Competitive advantages: Factors that differentiate your company in the market.
    • Growth opportunities: Potential areas for expansion or improvement.

    This presentation should be clear, concise and focused on highlighting the value and potential of the company.

    5. Identify and qualify potential buyers

    Finding and selecting the right buyer is a critical and essential step. Consider aspects such as financial capacity, sector expertise and strategic alignment. Using specialised intermediaries or M&A advisors such as Confianz can facilitate this process, ensuring that the right audience is reached and negotiations are handled professionally.

    6. Signing of confidentiality agreements (NDA)

    Before sharing sensitive information, it is necessary to protect the confidentiality of the company. Request interested buyers to sign a Confidentiality Agreement (NDA) to ensure that the shared information is not used inappropriately or disclosed to third parties.

    7. Negotiation and Letter of Intent (LOI)

    Once a serious buyer has been identified, the key terms of the transaction are negotiated. This culminates in the signing of a Letter of Intent (LOI), which sets out the preliminary agreed terms, such as purchase price, payment structure and specific conditions. Although not always binding, the LOI serves as the basis for the final contract.

    8. Due Diligence

    The due diligence process allows the buyer to examine in depth all aspects of the company: financial, legal, operational and commercial. It is essential to be prepared for this scrutiny, as any discrepancies or issues identified can affect negotiations or the sale price. Well-managed due diligence facilitates a smoother transition and builds buyer confidence.

     

     

    9. Drawing up and signing the contract of sale

    Based on the agreed terms and the results of the due diligence, the final sale and purchase agreement is drawn up. This document will detail all the terms of the transaction, including warranties, indemnities and any specific clauses agreed. It is advisable to take specialist legal advice to ensure that the contract protects your interests and complies with all applicable regulations.

    10. Closing of the transaction and transition

    Once the contract is signed, the sale is formally closed, including the transfer of funds and the transfer of assets and liabilities. It is important to plan for an orderly transition, providing support to the new owner for an agreed period to ensure business continuity and maintain positive relationships with employees, customers and suppliers.

    Selling a business is a multi-faceted process that requires careful planning, preparation and execution. Each step is crucial to ensuring a successful transaction and obtaining maximum value. Having the support of experienced professionals like those at Confianz can make all the difference in this journey, providing the expertise and knowledge needed to navigate the complexities of selling a business. If you are considering selling your business and are looking for expert financial, tax and legal advice to accompany you at every stage, please do not hesitate to contact us.

  • Confianz recognised by Legal 500 and Chambers Europe 2025

    Confianz has been recognised by Legal 500 and Chambers Europe

    In its 2025 edition, Legal 500 has included Confianz in its directory for the first time, recognising our Commercial, Corporate and M&A practice. In turn, Chambers Europe has renewed its confidence in the firm and in Manuel Urrutia Subinas, who is once again listed as a leading individual lawyer. Two international endorsements that consolidate our position as a leading firm for complex corporate transactions and strategic advice.

    Inclusion in the Legal 500 highlights Confianz’s distinctive approach: a global view of transactions, from a legal, economic and financial perspective. The directory highlights our ability to lead corporate reorganisations and M&A processes in key sectors such as automotive, agri-food, healthcare, technology, industrial and FMCG, especially for medium-sized and family-owned companies.

    Feedback from the board of directors particularly values the firm’s operational structure. Unlike more fragmented models, at Confianz one partner leads each matter, under an overall coordination, facilitating agile decisions and personalised support. Manuel Urrutia is mentioned for his technical mastery, coordination and leadership skills in complex transactions.

    Chambers Europe 2025

    For its part, Chambers Europe has once again positioned Confianz among the leading firms on the Spanish legal scene, highlighting the sustained growth of our team and its role in strategic transactions. Manuel Urrutia’s continued presence in this ranking reinforces his profile as a benchmark for SMEs and multinational groups.

    Beyond the awards, the value of Confianz lies in the way it practices law: overview, personal commitment and practical solutions. Our clients are not only looking for legal advice, but also for support at decisive moments. This has been our priority in every recent transaction.

    This integrated approach, combining law, legal and financial acumen, has been a key factor in gaining the confidence of the market and international boards.

  • Impact of the Complementary Tax on Mergers and Acquisitions in Spain

    The impact of the Complementary Tax (Pillar 2) is a new tax figure affecting mergers and acquisitions in Spain. Since its implementation by Law 7/2024 of 20 December, this tax is levied on the difference between the 15% and the effective rate of taxation on profits in each jurisdiction.

    For those involved in M&A transactions, this tax is not just a technicality. It can change the valuation of a company, generate unexpected costs and complicate the tax structuring of a purchase or merger. Crunching the numbers before and after considering this tax is not the same. Let’s review the main problems it can bring and how to reduce risks.

    How Complementary Tax affects M&A

    The Complementary Tax applies to corporate groups with a consolidated turnover of 750 million euros in at least two of the last four financial years. What does this mean for companies in M&A? There are three possible scenarios:

    • Joining forces, but also taxes. Two companies that separately do not reach 750 million can exceed the threshold by joining forces. In that case, tax comes into play and changes the accounts.
    • One step further and under the radar. If a company is already close to that threshold, an acquisition can push it over the threshold and make it subject to the tax. That forces a rethink of the whole operation.
    • New rules. If the buyer is already subject to tax, adding a company in a jurisdiction with a tax rate of less than 15% may involve an additional payment. What appeared to be a profitable transaction may not be profitable if the calculation is not done properly.

    It is not just a question of accounting, but of strategy. There is no room for surprises in M&A.

    Fiscal due diligence.  Better to be safe 

    Due diligence deadlines are often tight, but this tax makes it more important than ever to scrutinise accounts closely. Some points to bear in mind:

    • Where every euro is. Not all jurisdictions are taxed equally. If the target company has operations in countries with a rate of less than 15%, it is necessary to calculate what impact this will have on the final bill.
    • Information in dribs and drabs. It is not always possible to obtain all the necessary documentation within the due diligence deadlines. If there is no transparency in the numbers, the risk skyrockets.
    • Future impact. If after the purchase the structure of the group changes, the tax rules may also change. And that means unexpected additional costs.

    Poor planning here can be costly. It is key that the seller has a detailed tax impact analysis ready before entering into negotiations.

    How to structure the operation to avoid surprises

    Avoiding problems with the Complementary Tax is not just a question of numbers, but of how the operation is designed from the start. Some useful strategies:

    • Clarify who pays what. In procurement contracts, it must be precisely defined who bears the fiscal responsibilities. It is not enough to assume this, it must be written down.
    • Price adjustments. If due diligence does not provide an accurate picture of the impact of the tax, clauses can be included to adjust the price according to the actual costs after the purchase.
    • Find the best structure. In some cases, making the purchase through an entity in a country with a tax rate higher than 15% may reduce the impact of the tax.

    An important detail: at present, guarantee insurances do not cover the risks arising from this tax if they have not been identified beforehand. There is no safety net if something goes wrong.

    Beyond theory, at Confianz we help companies to reduce risks and design structures that avoid problems with this tax. If you are in the process of M&A and want to avoid surprises, let’s talk and see how to approach the operation with clarity.

  • How to plan an effective exit strategy for business owners

    Planning an effective exit strategy for business owners looking to sell or transfer their business is non-negotiable. This process not only ensures a smooth transition, but also maximises the value realised by the business. Let’s explore the main exit strategies and how to implement them effectively.

    Sale to an external third party

    One of the most common strategies is to sell the business to an external buyer. This can be an attractive option if you are looking to raise a significant amount of money and completely disassociate yourself from the business. However, it is necessary to prepare the business properly to attract potential buyers. This involves professionalising the structure of the business, diversifying the customer base and ensuring that internal processes are not dependent on one person. It is essential that critical processes do not depend on a single person, but on a strong team to ensure business continuity.

    Transfer to family members

    Another strategy is to transfer ownership of the business to family members. This option is ideal for those who want the business to remain in family hands and continue its legacy. However, it will be necessary to assess whether family members are ready and willing to take on the responsibility and to establish a clear plan detailing how the transition will be carried out and how potential family conflicts will be handled. External advice can be beneficial in facilitating this process and ensuring a smooth transition.

    Sales to key employees or partners

    Selling the business to key employees or current partners is another viable alternative. They already know the business and are committed to its success, which can facilitate a smoother transition. However, it is important to ensure that these employees or partners have the necessary financial resources to acquire the business. One option is to finance the sale, allowing buyers to pay in instalments over time. This strategy can maintain the business culture and ensure operational continuity.

    Implementing an Employee Stock Ownership Plan (ESOP)

    An Employee Share Ownership Plan (ESOP) allows employees to become owners of the company. This strategy can increase motivation and staff engagement, as they benefit directly from the success of the company. However, implementing an ESOP can be complex, requiring detailed planning and expert advice to ensure its feasibility and success.

    Initial Public Offering (IPO)

    Taking the company public through an Initial Public Offering (IPO) is an exit strategy that can generate significant capital and increase the company’s visibility. However, this process is complex and requires compliance with strict regulations. In addition, the company will be subject to market volatility and the expectations of public shareholders. This option is generally more suitable for larger companies with a strong track record of financial performance.

    Liquidation of the company

    Liquidation involves closing the company and selling its assets. This strategy is often seen as a last resort, as it generally does not maximise the value obtained and may adversely affect employees and customers. However, it may be appropriate if the business is not viable or if no interested buyers can be found. It is essential to carefully evaluate this option and consider its impact before proceeding.

    Preparing for the exit strategy

    Regardless of the strategy chosen, it is necessary to prepare the company for the transition. This includes professionalising management, documenting processes, diversifying the customer base and ensuring that the business is not overly dependent on one person. In addition, it is important to conduct an accurate valuation of the business to set realistic expectations about its value in the market.

    It is critical to assess which of the strategies best aligns with personahttp://www.confianz.es/contactol objectives and specific business circumstances. Expert advice, such as that offered by Confianz, can be invaluable in this process and ensure a successful transition.

  • How to manage an international inheritance

    Managing international inheritances can be a complicated process. When assets or heirs are located in different countries, tax and legal obstacles arise that can delay succession. Without proper planning, procedures take longer and tax burdens can be higher than expected.

    If you find yourself in this situation, it is essential to know the keys to managing an international inheritance efficiently and smoothly.

    What is international inheritance and why is it so complex?

    An inheritance is international when the deceased had assets in several countries or when the heirs reside in different jurisdictions. This means that the laws of succession will not be the same in all cases.

    Each country has different rules for determining who inherits, how assets are distributed and what taxes apply. In Spain, for example, the autonomous communities have specific inheritance regulations, while in the United States the rules can vary from state to state.

    In addition, if the deceased did not leave a will, the laws of each country will determine how his or her assets are distributed, which can lead to conflicts and delays in the succession.

    The legal framework in Europe for international inheritance

    To simplify these processes, the European Union adopted Regulation (EU) 650/2012, which establishes that the law applicable to an inheritance will be the law of the country where the deceased had their habitual residence. However, if a will has been left, it is possible to choose to have the succession governed by the law of their country of nationality.

    This regulation also introduced the European Certificate of Succession, a document that facilitates the accreditation of heirs in any EU country, avoiding the need for multiple procedures in different jurisdictions.

    Despite these developments, things can be more complicated outside the EU. Countries such as the United States, the United Kingdom and Switzerland have different regulations that may conflict with European regulations, requiring more detailed legal coordination.

    Key challenges in international inheritance management

    Dealing with an international inheritance is not only a matter of bureaucracy, but also presents specific problems that can make the process more difficult:

    Legal differences

    Each country has its own inheritance and tax laws, which can lead to incompatibilities.

    Taxation in various jurisdictions

    The same inherited property may be taxed in more than one country, increasing the tax burden.

    Recognition of wills

    Not all countries recognise foreign wills outright, which can lead to legal disputes.

    Long resolution times

    Lack of coordination between different legal systems can delay the adjudication of inheritance for years.

    How to plan an international inheritance to avoid problems

    To reduce risks and speed up succession, it is advisable to take preventive measures:

    1. Draw up a will that is valid in all countries where assets are held.
    2. Appoint advisors specialising in international law to ensure that planning is effective.
    3. Assess the tax burden in each country and implement strategies to reduce taxes within the law.
    4. Check international double taxation treaties to avoid paying duplicate taxes.
    5. Keep all documentation in order, including deeds, title deeds and bank accounts.

    The role of Confianz in international inheritance management

    Dealing with an international inheritance without advice can lengthen the process and increase costs. At Confianz, we offer customised solutions to simplify every step:

    • Comprehensive legal advice to ensure compliance with regulations in each country.
    • Tax optimisation to reduce the impact of inheritance taxes.
    • Coordination with lawyers and notaries in different countries to expedite procedures.
    • Resolution of disputes between heirs to avoid unnecessary litigation.

    Our specialised team will accompany you throughout the process, ensuring that the inheritance is distributed smoothly and in accordance with the will of the deceased.

    If you need advice on how to manage an international inheritance efficiently and safely, at Confianz we are ready to help you. Contact us and resolve your situation without complications.

  • Labour developments in Spain 2025: what companies and workers need to know

    Labour developments in Spain are impacting both companies and workers. These include shorter working hours, the right to digital disconnection and new leave for adverse weather conditions. These measures aim to improve work-life balance, productivity and job security.

    We look at how these changes are affecting businesses and what steps companies are taking to adapt successfully.

    Shorter working hours less hours same productivity

    The reduction of working hours is one of the most relevant labour novelties in Spain 2025. It establishes a progressive reduction from 40 to 37.5 hours per week without affecting workers’ salaries.

    How it will affect business

    • A reorganisation of shifts and tasks is expected to maintain productivity.
    • Collective agreements must be adapted by the end of 2025
    • Incentives are foreseen for companies that implement the measure in advance

    This reform follows models in European countries where shorter working hours have improved efficiency and welfare at work.

    Right to digital disconnection work-life balance

    Another of the new labour developments in Spain 2025 is the consolidation of the right to digital disconnection. This regulation protects employees outside working hours by preventing them from receiving emails or calls outside their working day.

    Keys to the right to disconnect

    • Companies should establish clear internal protocols
    • Clauses on this right will be included in employment contracts.
    • The Labour Inspectorate will be able to sanction those who do not comply with the rule.

    This is a key measure in an increasingly digitalised world with more and more teleworking.

    New adverse weather permit

    The Workers’ Statute includes paid leave of up to four days when weather conditions prevent safe travel to work. This is one of the new labour developments in Spain 2025 that seeks to ensure the safety of employees.

    Key points of the measure

    • To be activated in situations of official weather warnings
    • Telework will be encouraged where possible.
    • Companies will be able to claim compensation in particularly affected sectors.

    The conditions for activating this permit are subject to specific regulation and must be verified by competent authorities.

    How companies can prepare

    Labour developments in Spain 2025 require companies to adapt their internal policies. To this end, it is essential

    • Review and update collective agreements.
    • Implement tools to record the working day.
    • Design digital disconnection protocols.
    • Prepare contingency plans for extreme weather conditions.

    It is essential that companies approach these changes with proper planning and strategies to ensure an orderly and efficient transition.

    Confianz provides the expert advice companies need to adapt to the new labour regulations, ensuring legal compliance, operational efficiency and a smooth transition.

  • A holding structure for SMEs is desirable

    What is a holding structure?

    More and more SMEs are considering transforming their business structure into a holding company to take advantage of the many tax and organisational advantages it offers. A holding company is a grouping of companies where a parent company owns the majority or all of the shares of other companies, with the aim of running and managing the business group in a unified manner.

    This structure is not only valid for large corporations, but is also beneficial for small and medium-sized companies seeking to optimise their management and taxation.

    A holding structure consists of a parent company that controls and manages the shareholdings of several subsidiaries. The holding company is usually not directly involved in the day-to-day operations of the subsidiaries, but focuses on the strategic and financial management of the whole. This configuration allows for a centralisation of decisions and better coordination between the different business units.

    Advantages of a holding structure 

    Implementing a holding structure can offer multiple benefits to SMEs, including the following:

    1. Tax optimisation: Holding companies can benefit from the tax consolidation regime, which allows the losses of some subsidiaries to be offset against the profits of others, reducing the overall tax burden of the group.
    2. Wealth protection: By separating assets into different companies, the risk of financial problems in one subsidiary affecting the rest of the group is limited, thus protecting the overall wealth.
    3. Operational efficiency: Centralising functions such as human resources, finance or marketing in the holding company generates economies of scale and synergies that improve efficiency and reduce costs.
    4. Ease of diversification: A holding structure facilitates the acquisition or creation of new subsidiaries in different sectors or markets, allowing the company to diversify its activities and reduce risks associated with a single business.
    5. Simplifying business succession: In family businesses, a holding company facilitates the transfer of ownership and control to the next generation, ensuring business continuity.
    6. Access to more favourable financing: A holding structure allows for better financial planning and makes it easier to obtain financing on more advantageous terms by consolidating the group’s results.
    7. Greater operational flexibility: If one company within the group has financial difficulties, more agile strategic decisions can be made without compromising the whole group.
    8. Reducing the tax burden on the transfer of assets: When a holding company sells a subsidiary, in many jurisdictions it can benefit from tax exemptions on the capital gains realised.
    9. Ease of international expansion: Holding companies make it possible to structure expansion to other countries more efficiently, avoiding double taxation and adapting to local legislation.

    Disadvantages of a holding structure 

    Despite the advantages, it is important to consider the potential disadvantages of adopting a holding structure:

    1. Administrative complexity: Managing multiple companies implies an increased administrative burden and the need to comply with various legal and fiscal obligations.
    2. Additional costs: The creation and maintenance of a holding structure entails expenses for legal, accounting and tax advice, as well as possible costs for auditing and filing consolidated accounts.
    3. Loss of corporate identity: By centralising management, there is a risk that subsidiaries lose their autonomy and corporate culture, which can affect employee motivation and customer perception.
    4. Monopoly risk: If the holding company acquires a dominant position in the market, it could face legal problems related to competition and antitrust regulations.
    5. Difficulties in decision-making: While centralisation of management is an advantage in many respects, it can lead to internal conflicts when strategic decisions do not coincide with the interests of each subsidiary.
    6. Double taxation risk: Depending on the country, the distribution of profits between the parent company and its subsidiaries could be subject to double taxation if not properly structured.
    7. Increased tax scrutiny: Tax authorities often pay particular attention to holding structures, so a well-planned tax strategy is crucial to avoid penalties.

    Is a holding structure advisable for your SME?

    The decision to adopt a holding structure should be based on a detailed analysis of the company’s needs and objectives. Not all SMEs require this transformation, but those seeking to optimise their tax burden, improve their operational capacity and protect their assets can benefit significantly.

    Expert advice is essential to properly structure the holding company, ensuring that all tax regulations are complied with and associated risks are minimised.

    If you are considering this option, contact us and we will advise you every step of the way, as we have already done with more than 400 companies in Spain.

     

  • Confianz and Manuel Urrutia, highlighted in the Chambers & Partners Global Guide 2025

    A recognition of legal excellence

    Today we celebrate an achievement that reaffirms our focus: Confianz and our Managing Director, Manuel Urrutia, have been ranked in the Global Chambers & Partners 2025 guide in the Corporate/M&A: Mid-Market category, one of the most prestigious rankings in the global legal sector.

    This recognition is not just an award; it is a validation of the exceptional work we do and the trust our clients place in us. To be listed in Chambers & Partners, a firm must demonstrate a high level of technical competence, strategic vision and an unwavering focus on client service.

    What does Chambers & Partners stand for and why is it so relevant?

    Chambers & Partners is the global benchmark for assessing legal talent. Its rankings are not based on advertising or marketing, but on rigorous independent analysis. Its researchers interview clients, lawyers and industry experts to determine which firms and practitioners really stand out in each area of law and jurisdiction.

    Key facts from Chambers & Partners:

    • Its Global and Europe guide receives more than 3 million visits annually.
    • 76% of its users are legal customers, including Fortune 500 companies.
    • 97% of law firms believe that their ranking in Chambers helps them to win more clients and increase their prestige.
    • 89% of in-house counsel use these rankings to decide which firms to work with.

    This is why being part of Chambers means joining an elite group of firms and lawyers who make a difference in the legal industry.

    Confianz excellence, recognised globally

    For Confianz, excellence is not a slogan; it is the way we approach every case, every client and every challenge. This ranking confirms that our values and our work methodology are aligned with the highest standards in the industry.

    This achievement motivates us to continue offering strategic, innovative and differentiating legal solutions. We know that trust is built on results, and our inclusion in Chambers is a reflection of that effort.

    For those who trust us, this ranking is not only a validation of our experience, but a guarantee that we work under the highest international standards. By choosing Confianz, our clients know that they can count on:

    • A highly qualified team, capable of solving complex challenges.
    • A firm with a global vision, able to operate in different jurisdictions with maximum efficiency.
    • A culture based on excellence, commitment and constant innovation.

    This recognition in Chambers & Partners is just the beginning. Manuel Urrutia, as CEO of Confianz, leads with vision and commitment our mission of excellence in the legal field. At Confianz, we understand that excellence is a road that is travelled every day. We will continue to move forward with the same dedication and ambition that has brought us this far.

    We thank our clients, colleagues and team for being part of this journey. If you would like to know how we can help you achieve your legal objectives with the highest quality and accuracy, please contact us. We are here to make a difference.

  • How much your company is worth

    The million-dollar question: «How much is my company worth? Many believe the answer is simple. «My company has a turnover of €10m, so it must be worth at least €15m. But in mergers and acquisitions (M&A), the value of a company is much more than a simple multiplication.

    Most common methods for valuing a company

    There is no magic formula for calculating the value of a company, but there are methods that help to obtain a more realistic estimate. Let us look at the most commonly used ones:

    1. EBITDA multiple

    The most commonly used in M&A. EBITDA is multiplied by a coefficient that varies according to sector, growth, risks and other factors. In general:

    • Industrial companies: 5x – 8x EBITDA.
    • Technology companies: 8x – 12x EBITDA.
    • Growing startups: Can exceed 15x EBITDA.

    2. Sales multiple (EV/Ventas)

    It is used when EBITDA is volatile or negative. It consists of multiplying sales by a factor that depends on the sector:

    • Retail: 0.5x – 1.5x sales.
    • SaaS software: 5x – 15x sales.
    • Pharmaceutical industry: 3x – 6x sales.

    3. Book value

    It is calculated by subtracting liabilities from assets. Most used in sectors such as banking and insurance, but less relevant in businesses with intangible assets.

    4. Discounted Cash Flow (DCF)

    It is based on projecting future flows and discounting them to present value. It is technically more accurate, but also more sensitive to changes in growth and risk assumptions.

    Factors that can increase or decrease valuation

    Regardless of the method used, certain factors influence the final valuation:

    Value-enhancing factors

    • Steady growth: Companies with recurring revenues and stability are more attractive.
    • Diversification of clients: Not relying on too few customers minimises risk.
    • Barriers to entry: Intellectual property, long contracts or competitive advantages may justify higher multiples.

     Factors that reduce value

    • Dependence on few customers: If a single customer accounts for more than 30% of revenue, the risk is high.
    • Disorganised finances: Lack of clarity in numbers generates mistrust among buyers.
    • Legal or tax problems: Hidden litigation or debts affect the valuation.

    Practical example: how does the valuation change depending on the factors?

    Let’s assume two companies with a turnover of €10M and EBITDA of €2M:

    • Company A: Stable growth, diversified clients, contract with large corporations. Valued at 8x EBITDA → €16M.
    • Company B: High dependence on a single customer and revenue fluctuations. Valued at 5x EBITDA → €10M.

    Same EBITDA, but different value. The difference is in the perception of risk and sustainability.

    Negotiation: key to the final price

    The theoretical value is only a starting point. In practice, negotiation and buyer perception greatly influence the final price.

    Some key points in the negotiation:

    • Due diligence: Financial, legal and operational review can uncover hidden risks and adjust the price.
    • Synergies: If the buyer sees opportunities to reduce costs or improve revenues, it may pay more.
    • Competition between buyers: If there are several interested parties, the price rises.

    Knowing how much your business is worth is only the first step. Selling on the best terms requires strategy, negotiation and a partner who knows the market.

    If you are considering selling your company or simply want to know its real value in the current market, contact us. Our team of experts will guide you through every step of the process.