Venture Capital

The venture capital department has teams spread across all of RCD’s offices and possesses a deep understanding of the market. This is shown by the fact that, year after year, independent domestic and European directories and rankings have placed the department in top positions in terms of the number of transactions advised. Our teams have proven international experience in investment and merger and acquisition activities, and an outstanding ability to contribute to and provide advice on international transactions. This can be seen through both their linguistic and collaborative capabilities when working with advisers in other jurisdictions, as well as through their business-oriented approach to providing advice to clients.

Our services include:

• Providing advice to venture capital firms based on an in-depth knowledge of their needs, their business model, their processes, and their internal standards and dynamics for picking and implementing investments during funding rounds and when acquiring and/or purchasing and selling companies
• Providing assistance and advice throughout the investment process: ranging from initially structuring the transaction and preparing the memorandum of intent, LOI or term sheet, to implementing legal and tax due diligence processes, drawing up and negotiating contracts — including investment contracts, shareholders’ agreements and ancillary contracts, including closing the transaction and fulfilling any post-closing obligations
• Advising on and taking part in small-volume transactions (including at the pre-seed, seed capital or start-up capital level or through the activities or leadership of business angels), as well as in high-value transactions, that involve from small private companies to listed companies. This enables us to provide a comprehensive, flexible, experienced approach to every transaction that we advise on
• Offering our cross-practice expertise in venture capital by providing advice on any of the typical types of investments or on transactions involving any of the following: equity loans, convertible loans, media for equity, investment agreements, IBO, MBO, MBI sale or purchase of assets, mergers, divisions, etc. Our strong market presence has enabled us to understand the market and master all the usual forms of investment (tranche investments, subject to performance, to valuation adjustments, etc.). As a way of enhancing this cross-practice approach, we work with experts from related legal areas when studying the matter, which allows us to cover the full negotiation spectrum for our client’s investments and disinvestments. These activities usually involve a mixture of tax and employment questions, and can occasionally cover regulations specific to the investor and/or the investee’s operations
• Advising on fundraising processes and on the authorisation of regulated investment vehicles (venture capital funds (FCRs) and venture capital companies (SCRs)) and their management (management companies of closed-ended investment entities or SGEICs), as well as on procedures before the CNMV (the National Securities Market Commission), such as compliance with reporting and authorisation obligations, and representation and defence in administrative and disciplinary proceedings initiated by the CNMV
• Our services are complemented by our ability to serve as corporate secretary, and when necessary, as the legal adviser for organizations found in our client’s investee portfolio
• Providing advice to the board (and top executives) on corporate governance and director liability