Business Acquisition​

Accelerate your market entry by acquiring an existing business, with full legal and tax support from due diligence to integration.

What’s included: 

Agora Iuris provides comprehensive support throughout your internationalization journey through M&A transactions. Our expert team begins with target screening and preliminary valuations to identify the most promising opportunities in your desired markets. We then conduct thorough legal, tax, labor, and financial due diligence to ensure you have a complete understanding of all risks and opportunities associated with each potential acquisition.

Once the right target is identified, we manage the SPA/APA drafting and negotiation to protect your interests at every stage. Our services include securing all regulatory clearances and coordinating the notarial execution of the transaction. Beyond the closing, Agora Iuris remains by your side to facilitate postclosing integration and governance, establishing the frameworks necessary for a successful and sustainable international expansion.

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Deal Structures

  • Share Deal (SPA): acquire shares/quotas of an S.r.l./S.p.A. (IT) or S.L./S.A. (ES).
  • Asset Deal (APA): buy a business unit/assets and selected liabilities.
  • Carve-out: acquire a division separated from a larger group.
  • Minority / Majority / 100% Buyout: tailor control and governance.
  • JV Acquisition / Co-investment: partner with a local player or fund.
  • Distressed / Pre-insolvency deals: accelerated timelines, enhanced risk controls.

Pros & Cons

Share Deal

  • Pros: speed; continuity of contracts/licenses; simpler HR transfer; brand & relationships intact.
  • Cons: historic liabilities remain (mitigated via warranties, indemnities, W&I insurance).

Carve-out

  • Pros: access to proven unit; negotiated transition services (TSA).
  • Cons: separation complexity; reliance on seller during TSA period.

Asset Deal

  • Pros: cherry-pick assets; ring-fence legacy risks; flexible perimeter.
  • Cons: more third-party consents; VAT/transfer taxes may apply; complex HR/contract migration.

Minority vs. Majority

  • Minority Pros: lower ticket, access to know-how; Cons: limited control—need robust governance.
  • Majority/100% Pros: control & integration; Cons: higher price and responsibility.

Efficiency vs. Costs

Fast-Track (confirmatory DD + standardized docs)

Ideal for smaller tickets, clean targets, and bilateral deals. This approach uses red-flag due diligence, locked-box pricing, short-form SPA, and limited CPs to accelerate closing. The trade-off: narrower risk coverage, relying more on W&I and escrows for protection.

Full-Scope / Auction-Ready

Essential for competitive processes, regulated sectors, and cross-border groups. Includes full legal/tax/labor/financial DD, antitrust/FDI filings, TSA & governance suite, and W&I orchestration. The highest effort yields the greatest certainty and competitive positioning.

Balanced (focused DD + tailored SPA/APA)

Suited for mid-market transactions with some complexity—leases, IP, or key staff. Features include focused Q&A, vendor interaction, bespoke warranties, and completion accounts. This adds time and advisory fees but delivers stronger protection where it matters most.

Key cost drivers:

Costs vary based on DD depth, sector regulations, antitrust/FDI approval needs, TSA length, notary/translation requirements, W&I insurance, carve-out complexity, escrow/guarantee structure, and deal speed. Understanding these drivers enables tailored, cost-effective strategies.Reintentar

Risk Controls We Handle​

  • Warranties & indemnities (caps, baskets, survival), W&I insurance placement.
  • Escrows/holdbacks, price adjustments (locked-box vs completion).
  • Anti-bribery, data-protection, labor & union checks.
  • Real estate, environmental, and litigation mapping.
  • Tax exposures (PE risk, VAT, transfer pricing) and remediation.

Alternatives to a Straight Acquisition

Not every market entry requires a full acquisition. Options include greenfield incorporation (S.r.l./S.L.) with bolt-on micro-M&A later for controlled growth, or a JV with local partner to share risk & access distribution networks. Consider a branch with asset purchase for quick ops, then migrate to a company, or structure option/earn-out arrangements to stage your investment. 

Your way to Italy and Spain starts here—we analyze your sector, risk appetite, funding, and timeline to recommend the optimal entry structure, then execute end-to-end.

Ready to start?