Corporate Advisory: M&A, Valuations & Due Diligence in Spain

At BMC we provide comprehensive corporate advisory to companies, corporate groups, and family offices at the moments that define their future. Mergers and acquisitions, business valuations, due diligence, restructurings, corporate governance and financing transactions: every strategic decision demands a team that combines analytical rigour with deep knowledge of the Spanish and international markets.

With over two decades of experience, more than 200 completed transactions and cumulative advised deal value exceeding €5,000M, our team operates as a trusted partner — both for entrepreneurs selling the business of a lifetime and for corporations executing their tenth acquisition.

Corporate advisory with a strategic lens

Corporate transactions transform organisations. Whether it is an acquisition to consolidate market position, a restructuring to secure business viability, or an IPO on a regulated market overseen by the CNMV or on BME Growth to fund the next phase of growth, each process requires an integrated approach that coordinates the financial, tax, legal, and operational dimensions simultaneously.

Our multidisciplinary team — professionals with direct experience in investment banking, Big 4 audit, and strategic advisory — designs bespoke solutions that protect shareholder interests and maximise transaction value. We are not intermediaries: we participate actively in every phase, from initial diagnosis through to post-deal integration.

This active involvement translates into measurable outcomes: an average 12% discount on the initial price in buy-side transactions led by the team, and the identification of €3.2M in contingencies in shareholder disputes in independent valuation mandates.

Corporate finance and company law capabilities

Effective corporate advisory requires mastering multiple disciplines simultaneously. Our practice areas span the full spectrum of corporate finance and company law:

• M&A and transactions: Buy-side and sell-side advisory on mergers, acquisitions and divestitures. Target identification, independent valuation, SPA negotiation, and closing coordination for domestic and cross-border deals. Our guide to buying a business in Spain summarises the critical levers of the process.
• Valuation and analysis: Independent valuation reports using DCF, comparable multiples and sector-specific methodologies. Over 350 reports delivered for transactions, litigation, estates and restructurings. To understand how the market works, see how much is my business worth and the complete business valuation guide.
• Multidisciplinary due diligence: Financial, tax, legal, employment and commercial analysis ahead of any transaction. Detection of hidden contingencies and risk quantification that translate into negotiation leverage. If you are asking what due diligence costs in Spain, our analysis breaks down typical ranges by transaction type.
• Restructuring and turnaround: Viability plans, debt refinancing, distressed M&A, carve-outs and operational restructurings for companies under financial stress or facing pre-insolvency proceedings.
• Private equity and private capital: Advisory to family businesses and management teams in processes with investment funds — LBO, MBO, financial sponsor entry and secondary buy-outs. Private equity opportunities in Spain covers the sectors with the highest transactional activity.
• Corporate governance and ESG: Governance structure design, family protocols, succession planning and sustainability strategies aligned with the CSRD and ESRS frameworks. The CSRD guide for mid-market companies is the operational reference for organisations facing their first reporting cycle.
• Succession planning: Design of ownership structures, family business transmission, and fiscal anticipation in successions. See family business succession planning for the key drivers of the process.
• Digital transformation and ESG: Integration of non-financial metrics into corporate strategy and carbon footprint calculation to comply with the European taxonomy.

All these capabilities are interconnected. An M&A transaction with ESG implications, for example, requires simultaneous coordination between the transactions team, the compliance team and the corporate sustainability team. That is our value: a single point of accountability with authority across all workstreams.

The Spanish M&A market

Spain is a dynamic M&A market with over 2,500 transactions per year, ranging from €1M SME deals to megadeals exceeding €500M. Family-owned businesses — representing 85% of the Spanish corporate landscape — face a generational cycle that drives succession transactions, partial sales to private equity funds, and corporate restructurings.

The outlook for Spanish M&A in 2026 points to consolidation in fragmented sectors — food and beverage, healthcare, fintech, industrial tech — accelerated by the need for scale amid rising operating costs and the emergence of international funds specialising in the Iberian mid-market.

In this context, local corporate advisory makes the difference. We know the particulars of the Spanish Commercial Code, the Companies Act (Ley de Sociedades de Capital), regional tax regimes — including the Canary Islands Special Zone (ZEC) — and the negotiation dynamics of the Iberian market. At the same time, our partner network across 15+ jurisdictions enables us to execute cross-border transactions with the same effectiveness as domestic ones.

Methodology: how we work a corporate transaction

Our approach follows a proven methodology tested across 200+ transactions, structured in four phases:

1. Strategic diagnosis. We understand shareholder objectives, competitive positioning and value levers. We recommend the most appropriate transaction — full sale, financial partner entry, merger of equals, IPO — rather than imposing a predefined structure.
2. Preparation and valuation. We produce the information memorandum, teaser and vendor due diligence pack. We build the independent valuation range that will anchor the negotiation.
3. Execution. We manage the competitive process, due diligence, SPA negotiation, earn-out mechanisms and indemnity clauses. Our experience in complex SPAs reduces the risk of claw-back and post-closing disputes.
4. Post-deal integration. We coordinate corporate, tax and operational integration, including the design of the new governance structure and alignment of the management team with the business plan KPIs.

This methodology is supported by proprietary tools: sector-specific due diligence checklists, jurisdiction-adapted SPA templates, and a data-room system that accelerates the Q&A phase with investors.

Relevant case studies

The best way to evaluate a corporate advisor is through its closed transactions. Recent highlights include:

• Cross-border acquisition in food and beverage: buy-side transaction of €35M closed at 6.2x EBITDA versus a sector median of 7.5x.
• Due diligence for private equity fund: identification of €1.8M in hidden contingencies that adjusted the final price.
• Industrial group restructuring: viability plan and refinancing of €120M in senior debt.
• Family business succession: design of family protocol and holding structure for second-generation transmission.

Each transaction receives the same level of dedication and analytical rigour, regardless of size. We work with entrepreneurs selling the business of a lifetime with the same intensity as corporations executing their tenth acquisition.

When to contact a corporate advisor

The general rule: sooner than you think. Corporate transactions have a narrow value window, and preparation is the difference between an orderly sale and a forced transaction. We recommend contacting our team when:

• You are considering a full or partial sale of your business within a 12–24 month horizon
• You have received an unsolicited approach and need to validate your market value
• A private equity fund has expressed interest in entering your capital structure
• You are considering an IPO on BME Growth or the main market
• You are facing financial stress and need refinancing or restructuring
• You want to prepare a family succession with sufficient lead time to optimise wealth and tax efficiency
• You need an independent valuation report for a judicial, arbitral or accounting process

Our first meeting is always a no-commitment consultation to assess jointly whether a transaction makes sense, which structure fits best, and what preparatory steps are priorities before launching the formal process.