Refinancing, debt for equity agreements and takeover bids under Spanish law

Abstract

This paper focuses on the connection between agreed solutions to the insolvency of listed companies implying changes in corporate control and the rules governing takeover bids. The solution to insolvency problems sometimes leads to a change in corporate control, namely when the solution involves modifying the capital structure of the company. In such cases, when the insolvent entity is a listed company, takeover bid regulation must be taken into account, as it can render the operation impossible or economically useless, if the change in control of the company must be accompanied by a mandatory takeover bid. As seen below, there are specific rules governing these scenarios. This paper reviews how Spanish Law deals with the situation, although certain general ideas will be initially provided as an introduction to the problem.