In addition, buyers often provide one or more letters of offer to a seller to express their interest in a transaction and the terms they would be willing to pursue, including the price. The parties may also negotiate terms as part of a bilateral transaction to ensure that resources are not wasted in evaluating a transaction before significant terms are agreed upon. Finally, the main managers of the target activity will be able to enter into new employment contracts after the closing of the transaction. The share transfer contract must be formalized with a notary, stockbroker or credit unit (for example. B banks). The seller must provide the shares to the purchaser. If the Spanish company is an SL, assistance in the transfer of shares must be notarized with a Spanish notary and recorded in the register of shareholders of SL. As a general rule, sellers undertake not to compete with the target activity or target activity for a specified period after closing. This is usually a non-poaching agreement for the main employees of the target company. As a general rule, this period is not two years after closing. The Civil Code provides protection against dismissal where the consent of one of the parties to the conclusion of an agreement has been challenged as a result of an error or fraud. However, BV should normally be interpreted as excluding the possibility for one of the parties to terminate these agreements, which limits the possibility of claiming damages. While this usually works for negligence or error, fraud cannot be totally ruled out.
Therefore, termination could apply in this case. Otherwise, if the transaction is subject to closing conditions, long down dates to terminate the agreement normally apply. Acquisitions of companies and companies in Spain may be subject to merger control requirements established by EU merger control legislation. There are no specific sectors in which authorisation to control the mergers of a transaction requires the approval of certain regulatory authorities or public authorities as CNMC. Transactions that meet the thresholds set by the EU Merger Regulation are considered “European dimension” and must be notified to and approved by the European Commission. Transactions that do not meet EU thresholds, but which still meet the thresholds set by the Defence of Competition (LDC) Act 15/2007 of 3 July, must be notified and approved by the National Competition and Markets Commission (CNMC).