Juan Manuel Calderón Godoy, corporate lawyer registered with the Seville Bar Association (ICAS), with over 25 years of experience in M&A transactions. Comprehensive advisory across all transaction phases: legal and tax due diligence, SPA negotiation, holding structures and corporate restructuring under Law 16/2022.
Comprehensive advisory across three key areas of corporate law: business acquisitions, holding structures and corporate restructuring.
Full-cycle transactional advisory: from Letter of Intent (LOI) and NDA to closing. Legal, tax and labor due diligence. SPA negotiation and drafting with warranty clauses, earn-out and escrow mechanisms. Share Deal or Asset Deal structuring based on tax and risk analysis.
Design and incorporation of holding structures to optimize group taxation, plan business succession and protect assets. ETVE regime for international investments with full dividend and capital gains exemption. Tax consolidation, family protocols and corporate governance.
Advisory under Law 16/2022 (transposition of EU Directive 2019/1023): restructuring plans with haircuts, moratoriums, debt-to-equity conversion and court approval. Early warning systems, cross-class cramdown, refinancing agreements and second chance mechanism.
| Aspect | Share Deal | Asset Deal |
|---|---|---|
| Object | Company shares/equity interests | Selected assets and liabilities |
| Hidden liabilities | High risk — comprehensive due diligence required | Low risk — only expressly acquired items |
| Operational complexity | Low — notarial share transfer | High — individual asset transfer |
| Seller taxation | 19-28% PIT (individual) or 25% CIT (company) | VAT on assets + capital gains per asset |
| Buyer taxation | No Transfer Tax (non-listed shares) | Transfer Tax on real estate (6-10%) + VAT |
| Third-party contracts | Automatically maintained | Individual assignment required |
| Buyer protection | MAC clauses, reps & warranties, escrow | Precise asset delineation |
With over 25 years exclusively dedicated to corporate law, my practice focuses on the intersection between business strategy and legal certainty. Every transaction receives a structured viability assessment before any engagement begins.
My methodology is built on anticipating problems before they materialize. In M&A, this means due diligence that not only identifies contingencies but quantifies their impact. In holdings, verifying real economic substance. In restructuring, acting swiftly through early warning systems.
Registered with ICAS (Seville Bar Association), based in Seville with operations across Spain.
Structured viability assessment before any engagement
Early warning system for restructuring cases
Legal certainty valuation — contingency quantification
Crisis action protocols under Law 16/2022
Industrial company, €8M revenue. Founder retiring. Three potential buyers.
Full due diligence. €400K tax contingency detected. SPA with 3-year earn-out and 15% escrow.
Deal closed at €6.2M. Contingency covered by escrow. All jobs preserved.
Services company, €4.5M debt (8x EBITDA), 150 employees. Insolvency risk within 60 days.
Early warnings activated. Plan: 40% bank debt haircut, 5-year moratorium, partial capitalization.
Plan approved by court. 150 jobs preserved. Creditors recovered 65%. Company viable at 18 months.
Family with 4 Spanish companies, 1 Portuguese subsidiary, 1 Moroccan subsidiary. No holding structure.
Holding with ETVE + tax consolidation + family protocol with drag-along/tag-along.
35% tax savings. Full exemption on foreign dividends. Succession planned.
If you are considering an acquisition, need to structure a holding or your company requires restructuring, I can help you evaluate your options.