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Capittal Research
M&A, valuation and corporate tax insights.
Practical guides, sector analysis and criteria for preparing company acquisitions, sales and valuations.
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M&A
Buying a Company in Spain as a Foreign Investor: FDI Rules and Process [2026]
A practical guide for foreign buyers acquiring a Spanish company: the 2026 FDI screening tests, the limited €5M exemption, EU/EFTA transitional rules, acquisition steps, D-1A filing and share-deal tax basics.
Capittal opina
Capittal's view: what you sign with an M&A adviser, exclusivity, tail and exit
The mandate letter decides how much your adviser is paid, for how long and on what amount. The clauses that move money are the success fee base, exclusivity, the tail and the carve-outs.
Capittal opina
Capittal's view: search funds and Spanish SMEs, opportunity or risk
A search fund is neither a private equity fund nor a trade buyer: it is one or two people buying a single company in order to run it, with investors behind them and financing that only closes at the end. For the seller that changes the risk, the timetable and what to demand before opening the books.
Capittal opina
Capittal's view: a company valuation is not the sale price
A valuation sets a reasonable range for negotiating; the market sets the price and the equity bridge sets what the seller actually banks. How enterprise value, sale price and certain money differ.
Capittal opina
Capittal's view: my last year was weak, should I sell or wait?
A weak year does not stop you selling, it stops you selling without explaining it: what moves the price is not your last set of accounts but the trajectory the buyer can project forward. Waiting a year only pays off if you fix the cause during those months, because waiting without fixing anything simply adds another weak year to the record.
Capittal opina
Capittal's view: I have two offers for my company, how do I know which is better?
The headline price is not comparable between two offers: the only comparable figure is the net cash you receive on completion day, once net debt, the working capital adjustment, escrow, earn-out, fees and tax have been deducted. The conditional portion is valued separately, multiplied by its probability of payment and discounted for the time and the stay-on it demands.
Capittal opina
Capittal's view: a buyer wants exclusivity, should I grant it?
Exclusivity is not a procedural step before due diligence: it is the only concession a seller makes before being paid, and it switches off their competitive tension. Grant it after the letter of intent, with price and structure agreed in writing, for a short term and with any extension tied to milestones.
Capittal opina
Capittal's view: how long do I have to stay on after selling my company?
A seller's stay-on period is not set by the buyer's distrust but by how much the business depends on the owner and how much of the price is deferred. It is negotiated alongside price, documented in its own contract and paid for separately.
Capittal opina
Capittal's view: mistakes that reduce the price when selling a company
The mistakes that cost the most price are not made at signing but months earlier: unnormalised EBITDA, a single buyer and offers compared on the headline figure. We go through the mistakes made before going to market, during the process, in the negotiation and on timing, and what each one costs.
Capittal opina
Capittal's view: I want to sell just one business line or subsidiary, how does it work?
Selling a business line or a subsidiary requires genuinely separating it before you sell it, not just signing a deed. Price is decided by the line's standalone EBITDA and by the costs left stranded in the parent.
Capittal opina
Capittal's view: the buyer cuts the price after due diligence, what can you do?
A price cut after due diligence is only legitimate when there is a documented finding, quantified in euros and affecting future earnings. Anything else is tactics, and it is answered with a trade or by walking away.