Minimize Risks and Ensure the Success of Your Investment with Nextica Law & Tax
At Nextica Law & Tax, we have a multidisciplinary team of lawyers, economists, and social graduates that provides you with comprehensive coverage throughout the process of buying and selling businesses. We know that a business transaction involves strategic decisions, detailed assessments, and the need to mitigate risks. Therefore, our approach is designed to offer you legal security, financial efficiency, and labor protection at each stage. Due diligence is not just a review of documents. It is the process that determines how much you pay, what guarantees you require, and whether you close the deal or not. A superficial due diligence is, in many cases, more dangerous than doing none at all.
ADVANTAGES OF OUR MULTIDISCIPLINARY APPROACH
Comprehensive approach
we not only cover legal aspects, but also analyze the financial and labor impact, providing a complete solution from all perspectives.
Financial efficiency
we evaluate the tax and economic implications to ensure that the operation is profitable and free of surprises.
Legal security
our lawyers ensure that all clauses and contracts are aligned with the regulations and protect your interests.
Labor protection
thanks to our team of social graduates, no labor implication goes unexamined.
En detalle
1. Legal and Contractual Due Diligence
We identify potential legal conflicts, litigation risks, and key contracts that may affect the transaction: ✓ Deed of incorporation, articles of association, and current shareholders' agreements: are there restrictions on the transfer of shares? Are there any preemptive rights that could block the operation? ✓ Key contracts: distribution, agency, main clients, strategic suppliers. Do they have change of control clauses that allow their termination? ✓ Ongoing litigation or identified threats: pending civil, commercial, labor, or administrative lawsuits. ✓ Intellectual property: trademarks, patents, software, know-how. Status of registration and effective ownership. ✓ Regulatory compliance: GDPR, criminal compliance, licenses and administrative authorizations. ✓ Real estate: registration status, encumbrances and liens, lease agreements.
2. Tax Due Diligence
We evaluate the tax health of the company and detect possible contingencies: ✓ Tax returns for the last 4 financial years (IS, VAT, withholdings): correction, coherence and possible pending regularizations. ✓ Inspections by the AEAT ongoing or closed with pending contingencies. ✓ Transactions with the group and documentation of transfer pricing (mandatory if the transactions exceed €250,000, art. 18 LIS). ✓ Tax debts, deferrals, seizures and certificates of being up to date with tax obligations. ✓ Tax credits: negative taxable bases pending compensation, deductions for R&D&i not applied.
3. Labor Due Diligence
Thanks to our team of social graduates, we analyze the possible labor implications to ensure a seamless integration: ✓ Template: contracts, categories, seniorities and total cost (salaries + contributions + potential termination costs). ✓ Applicable collective agreement and specific commitments with the legal representation of the workers. ✓ Ongoing labor disputes and contingencies for past dismissals within the statute of limitations period. ✓ Compliance with PRL, Equality Plan and harassment protocol. ✓ Past ERTEs: conditions, commitments for job maintenance and possible reimbursements of benefits.
4. Financial and Accounting Due Diligence
Our economists assess the financial and economic impact of the operation: ✓ Analysis of financial statements from the last 3-5 fiscal years: trends, normalisation of EBITDA, quality of profit. ✓ Bank debts, guarantees, warranties and terms of financing contracts. ✓ Working capital and cash cycle: does the company have enough operational liquidity? ✓ Recurring vs. extraordinary revenues: is the level of invoicing sustainable? ✓ Pending CAPEX: necessary investments that the seller has not made.
Frequently asked questions
What does a legal due diligence exactly analyze?
A legal due diligence analyzes all legal aspects of the target company that may affect the operation: the corporate structure and corporate documents, the most relevant contracts (clients, suppliers, key employees, financing), ongoing or potential litigation, intellectual and industrial property, regulatory compliance (GDPR, compliance, licenses) and the registration status of the properties.
How much does a multidisciplinary due diligence cost?
The cost depends on the size of the company, the scope of the analysis (legal, tax, labor and/or financial) and the complexity of the operation. At Nextica, we carry out due diligences for operations from €500,000 to several million. Contact us to get a quote based on the specific characteristics of the operation.
What happens if the due diligence finds serious problems?
The problems encountered are reflected in the negotiation: they can result in a reduction of the purchase price (price adjusted for contingencies), in the inclusion of clauses for representations, warranties, and indemnities in the SPA (Sale and Purchase Agreement), in the deposit of part of the price in an escrow until the resolution of the problem or in the decision not to close the transaction if the risk is unacceptable.
Is it possible to conduct an express due diligence in just a few days?
Yes, for operations where the seller requires speed or where the buyer already has prior information, we conduct limited-scope due diligence focused on the "red flags": the areas of highest risk in the company (fiscal, labor, or legal depending on the sector). Within 5-7 working days, we can deliver an executive report on the main identified risks.
Let's talk about your case.
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