Corporate Transactions

No company reorganizes for the sake of it. Corporate transactions and reorganizations are undertaken to prepare for something: a sale, a generational succession, the entry of a new partner, or expansion that the current structure can no longer support. Reorganization is the means; what matters is what comes after.

That “after” is precisely what often gets left out of the analysis. A merger is designed, a spin-off is finalized, a holding company is incorporated, and only months later does the underlying issue emerge: the resulting structure cannot support the operation it was built for. We work the other way around. We start with the destination and design the structure that gets you there.

Execute with confidence

Reorganizing before the need becomes urgent

We design and execute group reorganizations: mergers, spin-offs, capital contributions, business unit carve-outs, corporate conversions, holding company setups, and ownership chain restructuring.

In every reorganization, three layers move simultaneously: the legal layer, which defines each entity and its scope; the tax layer, including tax-neutrality regimes when eligibility criteria are met; and group governance following the transaction—the layer almost no one reviews until it becomes a shareholder dispute.

We guide family business groups separating operating companies from real estate assets, firms forming holding entities to structure succession, and companies reorganizing subsidiaries before opening capital to investors. Every objective requires a distinct architecture.

Mergers, spin-offs, and holding companies

What we execute in corporate transactions and restructurings:

Mergers & Spin-Offs: Internal group reorganizations leveraging tax-neutrality regimes where eligible.
Capital Contributions & Carve-Outs: Separating operating assets from real estate or investment holdings without disrupting business continuity.
Corporate Conversions: Changing corporate form when legal entity types no longer align with business needs.
Holding Company Formation: Corporate architecture for business and family groups built for long-term continuity.
Ownership Chain Restructuring: Establishing clear, well-documented ownership hierarchies.
Tax Neutrality Regimes: Rigorous technical analysis of tax-free roll-over compliance rather than assuming eligibility.

None of these core areas can be resolved strictly through corporate law. Coordination across tax law, commercial strategy, and shareholders’ estate planning is what separates a durable restructuring from one that has to be undone.

Is your company prepared to evolve without creating unnecessary legal risks?

Why the best reorganizations go unnoticed

A well-designed restructuring pays for itself when the definitive deal arrives. The structure is already prepared. Nothing needs to be undone, no complex explanations are needed for buyers, and past mistakes do not have to be fixed against the clock.

That is why we do not view corporate restructurings as routine administrative tasks. We evaluate where your business is heading, placing legal precision and financial insight at the same table.

RLD has over 35 years of experience reorganizing industrial groups and family-owned businesses in Spain. We approach each reorganization with the same rigor and discretion applied to our M&A transactions. For the current regulatory framework governing structural modifications, consult official publications in the Official State Gazette (BOE).