GMQ Legal partner for your business

www.gmqabogados.com 1

The legal partner for your business


Index

About us

Our values

GMQ advantages

Practice areas

Our experience

They have placed their trust in us

Team of professionals

Contact

Excellence

Accessibility

Knowledge

Ambition

High performance

Experience

Specialisation

Excellence

Corporate, M&A, Contracts and Insolvency

Litigation and Arbitration

Tax

Public Law & Regulated Sectors

Labour

Real Estate

M&A


Taxation

Labour

Real Estate

Javier Gallego

Rodrigo Martos

Andrés de la Quadra-Salcedo

José Vida Fernández

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About us

We believe in the agility of a streamlined firm


We are a firm of Spanish lawyers providing highly specialised, multidisciplinary services to businesses, high net worth individuals and

investors.

Our agile team have extensive experience and are highly cohesive, delivering high performance on complex issues, with high added value

that requires maximum involvement of partners and customised solutions.

We specialise in providing consultancy on M&A, restructuring and insolvency, contractual and corporate commercial advice, tax advice,

administrative and labour-related advice to companies, company groups, investors and high net worth individuals as well as the judicial and

extrajudicial resolution of all manner of conflicts and taking on large-scale or highly complex court or arbitration proceedings.

Our firm is the best option for those who are looking to do business with a team that is wholly dedicated to face-to-face, personal leadership

and where the partners are fully involved.


Our Values


Our Values

We practice law while adhering to the values inherent to our profession and we do so based on four solid pillars:

EXCELLENCE ACCESSIBILITY KNOWLEDGE AMBITION


GMQ advantages


GMQ advantages

GMQ lawyers have grown professionally practising in large firms and in the area of major matters, but we believe strongly in the value of small-scale. GMQ opts for an approach to

legal practice working with a small, high performance, dedicated team and with full involvement from the partners in the firm on complex matters with high added value, irrespective

of the amount. Our cohesive, agile, skilled and experienced multidisciplinary team ensures maximum effectiveness and efficiency in complex matters.

These are the advantages of working with us:

HIGH PERFORMANCE

Our philosophy is simple: we provide

maximum effectiveness and efficiency in

our services in order to achieve high

performance in those services for our

clients. To this end, we do not delegate

management and control of the matters.

All matters are managed and controlled

directly by a partner at the firm who will be

fully involved in the case.

EXPERIENCE

Solid and proven experience in

providing comprehensive

advice in transactions,

restructuring, consultancy to

companies and advising on

conflict resolution.

EXPERTISE

Expert advice on large-scale

or highly complex commercial

transactions and procedural

matters.

EXCELLENCE

We insist on avoiding

standardised systems and offer

customised solutions that can

only be achieved by being fully

involved in all related matters.


Practice Areas

We excel in complex cases and we like to provide customised solutions


Our firm provides highly specialised advice:

Practice Areas

M&A

Restructuring and

Insolvency

Corporate

Contracts

Litigation

& Arbitration

Tax

Public Law

and regulated

sectors

Labour


Mergers and Acquisitions (M&A): Due diligence, purchase and sale of shares and assets, private equity transactions (LBOs,

MBOs, etc.), acquisitions of companies and branches of industrial, energy and infrastructure businesses, etc., advice on

antitrust matters.

Restructuring and Insolvencies: Commercial and industrial restructuring, debt refinancing agreements and advice on

insolvency and preliminary insolvency proceedings.

Liability and other issues of interest for directors, board members and executives: Legal obligations and liabilities, incentive

agreements, confidentiality, non-compete agreements, etc.

General commercial advice Corporate, compliance, intragroup restructurings, shareholder agreements, listed companies, corporate governance, financial institutions, private equity funds, patents and trademarks, etc.

Commercial contracts: Turnkey contracts, operation and maintenance contracts, distribution agreements, licensing

agreements, construction agreements, complex lease agreements, etc.

Family business: Legal advice to family businesses in respect of their internal structure, relationships between partners, and

in matters pertaining to succession by family protocols.

Unfair competition: Advertising law and antitrust law.

Commercial Law

PRACTICE AREAS


We defend our clients' interests in the pre-litigation phase (to try to prevent any legal action being brought)

and before any Spanish judicial body or Spanish or international arbitration court or in institutional or

ad hoc arbitration, in all kind of civil and commercial litigation. Of particular relevance is our experience in

proceedings relating to national and international contracts (claims for breaches and contractual liability),

corporate disputes (liability of directors, challenging corporate resolutions), ownership and other rights in

real estate (declaratory actions or claims regarding ownership), unfair competition, construction and

advertising.

Additionally, our extensive experience in insolvency proceedings together with substantive and procedural

knowledge of insolvency law means we can provide the best pre-insolvency and insolvency advice to our

clients.


PRACTICE AREAS


From general and regular advice for companies and individuals (taxation of companies and

company groups, their shareholders and directors, resident and non-resident, etc.) to those matters

requiring a high degree of specialisation, such as tax planning in M&A transactions, complex real

estate transactions, restructuring of business groups, corporate succession in family

businesses, etc., our experts in tax law seek to ensure greater legal certainty for our clients.

Proper planning of the tax costs of an M&A taxation is essential. Similarly, the best defence of clients'

interests during inspections and administrative and judicial proceedings should be a guarantee of

being provided with highly specialised tax advice.

PRACTICE AREAS

Tax Law


We advise on all branches of administrative law and in particular, we practise in

the following regulated industries: hydrocarbons, transport, health and

telecommunications.

Our Administrative team work under the coordination of M&A specialists in

commercial transactions with a relevant regulatory component.

PRACTICE AREAS

Public Law & Regulated sectors


Our experts have extensive experience in providing consultancy to companies and workers, in

particular to senior management.

Labour-related issues in respect of M&A transactions and corporate restructures, including

outsourcing of resources, are key points for our specialists when providing consultancy.

Redundancy collective schemes and negotiation of collective bargaining agreements are

areas in which our specialists have proven experience.

PRACTICE AREAS

Labour Law


Our Experience


Acquisition of a photovoltaic power station

and negotiation of associated contracts for a

Spanish investor.

Photovoltaic power station

Structuring corporate and contractual

aspects of investment in renewable

energies in Europe by an Asian investor

(initial overall valuation estimated at EUR

15M).

Renewable energies

Sale of an international industrial

group to an Australian private equity

investor for the amount of EUR 11M.

Engineering Sector

Acquisition of majority stake in Spanish

industrial group by Portuguese private equity

investor for an amount of EUR 4.5M.

Acquisition of majority stake

Legal review process ("due diligence") for

the acquisition of Spanish IT services group

(deal value EUR 11M operation).

Due Diligence of services company

Legal review process ("due diligence”) for

the acquisition of a Spanish industrial

group working in the area of high voltage

installations, by a Portuguese private

equity investor.

Due Diligence of industrial group

Our experience in M&A

Acquisition of a Spanish based

multinational industrial company for

a German stock listed investor

(deal value operation worth EUR

21M).

Textile Sector

Presence in Spain of Portuguese

multinational group engaged in freight

transport.

Establishment in Spain of transport

business

EXPERIENCE

Due Diligence real estate

Real estate legal review process ("due

diligence") for a Spanish industrial group.

Automotive Sector

Takeover by financial investor an

subsequent sale of automotive

Acquisition of German international group

and sale to listed industrial group.

IT Sector

Legal review process of cleaning production

business for acquisition of a global leader

multinational group factory by investment fund.

Consumer products sector

Advice for a listed German

professional investor in the acquisition

of several subsidiaries of large

multinationals in IT services.


Legal proceedings arising from concealment

and breach of R&W agreed in sale and

purchase agreements of companies (SPA)

concluded between foreign multinationals (

approx. 4 M EUR ).

Non-performance of R&W agreed

in SPA

Legal proceedings for breach of contract

and claim of ownership related to multiple wind farms on behalf of a European energy

multinational (approx. EUR 84M).

Non-compliance and ownership

of wind farms

Legal dispute concerning unfair competition between the two largest juice distribution companies in Spain (confidential amount).

Unfair competition

Proceedings for insolvency of real estate

companies, industrial companies and

companies in the energy sector,

(representing the insolvent party or

creditors).

Insolvency proceedings Breach of maritime transport

contract

Pre-litigation consultancy and legal

proceedings relating to leasing premises in

shopping centres.

Lease of premises in shopping

centres

Our expertise in Litigation and

Arbitration

CIMA arbitration proceedings

regarding the alleged breach of

contract of a multinational in the

energy sector (approx. EUR 2M).

Arbitration on non-performance

of contract

Court proceedings relating to the exercise of recovery of real property and compensation for eviction from plots on land for real estate

Strategic sector

EXPERIENCE

Legal proceedings for breach of contract of

maritime carriage against company and

bringing action for damages against the

director of the company (EUR 4M).

www.gmqabogados.com 19 EXPERIENCE

Our expertise in labour

Collective restructuring agreement

Negotiation and agreement with all major Unions of a collective redundancy scheme plan affecting over 160 employees combining definitive and temporary measures.

Contracts with General Managers

Negotiation and agreement of General Manager contract of IT services multinational Group based in Spain, including bonus package. Negotiation and agreement of new working conditions of Managers in MBO with new bonus package linked to the exit of the investor. Claim regarding retribution package of General Manager in an event of unfair dismissal. Etc

Labour Due Diligence works

Labour acquisition Due Diligence works for companies in the IT, Engineering, Services, Transport, Industrial, etc. sectors

Labour structuring of Transport

business in Spain

Advice on the more suitable employment structure for a transport business in Spain, with over 50 direct employees and with subcontracted partners.

Labour litigation regarding joint

claim of 147 employees

Complex litigation regarding the claim for nullity of an M&A transaction based on a pretended fraud against the employees’ rights. Claim fully dismissed in the interest of the Client of the Firm.


Tax advice in the planning and execution of M&A transactions

Corporate M&A

Tax consultancy for setting up option plans for employees for various Spanish subsidiaries of foreign companies.

Option plans for employees

Advice on the setting up of several branches and subsidiaries of foreign companies in Spain.

Setting up branches and

subsidiaries

Our expertise in taxation

Defence during the Tax Audit relating to Value Added Tax and Customs Duties in respect of one of the major importers in the toy sector.

Spanish tax authority inspection

Defend clients during inspection before the Spanish Tax Authority (AEAT).

VAT consultancy

EXPERIENCE


Tax consultancy for setting up option plans for employees for various Spanish subsidiaries of foreign companies.

Advice on complex lease agreements

Due Diligence of real estate private agreements and property rights in the context of the acquisition of a shopping center by an International Investment Fund.

Our expertise in real state

Drafting and negotiation of complex construction contract regarding industrial warehouses with specific guaranties granted by the constructor for international transport and logistics group.

Construction contract for the adaptation industrial

warehouses

EXPERIENCE

Real Estate Due Diligence

Construction contracts regarding

building rehabilitation for residential

and commercial uses

On the drafting and negotiation of several complex construction contracts regarding final construction contracts or construction by phases contracts, with different constructors of Spanish Real Estate promoter

Architect services contracts regarding

drafting building projects and managing

construction projects.

Drafting and negotiation of several services contracts regarding architect functions on projecting and managing constructions and other contracts involving different kinds of professionals and companies involved in building construction.

Surface rights, construction and lease

contracts of major Madrid City project

Advice to investment fund on the surface rights, construction and lease contracts regarding the largest skyscraper in Spain to become a Hospital and a shopping mall.


Our Team


Bachelor of Laws (Extraordinary Award) from the

Universidad Complutense de Madrid, Doctor of Laws

(Dottorato Europeo di Ricerca) from the University of

Bologna (Italy) and Lecturer of Commercial Law at the

Universidad Complutense de Madrid.

Javier Gallego Partner

Bachelor of Laws from the Universidad Autónoma de

Madrid, D.E.S.S (Diplôme d’Études Supérieures Spécialisées) en Droit Communautaire des Affaires

(European Commercial Law) Paris Descartes University

(PARIS V).

Andrés de la Quadra-Salcedo Partner

Bachelor of Laws from the Universidad Complutense de

Madrid, Masters Degree in Legal Consultancy from the

School of Legal Practice of the Universidad Complutense

de Madrid, Diploma in European Institutions; Diploma in

Advanced Studies from the Universidad Complutense.

Rodrigo Martos Partner

Bachelor of Laws from the Universidad de Granada. Doctor of

Laws (Dottorato Europeo di Ricerca) from the University of

Bologna (Italy). Lecturer of Administrative Law at the Universidad

Carlos III de Madrid.

Practising lawyer. He has extensive professional experience in all

areas of administrative law in which he has applied his knowledge

as a lecturer and researcher which he develops and disseminates

through numerous papers and publications.

José Vida Fernández

Of counsel

Team of professionals

Meet our team


Lecturer of Commercial Law at the Universidad Complutense de Madrid. Doctor of Laws (Dottorato Europeo di Ricerca) from the

University of Bologna (Italy). Bachelor of Laws (Extraordinary Award) from the Universidad Complutense de Madrid.

Bachelor's Degree Extraordinary Award 1998. Freshfields-Expansion Award for Best Student of Business Law in Spain 1998 -

Finalist. Fellowship from the Royal College of Spain in Bologna (Italy). Doctoral research fellowship at the Universidad

Complutense de Madrid. Research Fellowship in the Department of Legal Sciences, from the Faculty of Law, University of

Bologna.

Founding member and former Deputy Secretary General of the Spanish Association of Minority Shareholders of Listed

Companies (AEMEC).

He has extensive professional experience in all areas of civil and commercial law, having previously practised as a lawyer in

international law firms Clifford Chance and Cremades & Calvo-Sotelo.

His academic research includes corporate law, and he has specialised professionally in corporate operations and restructuring,

mergers and acquisitions, divestment processes, risk capital operations, and judicial and extrajudicial resolutions of corporate

disputes and shareholder agreements. He also has extensive experience in many areas including civil law and commercial

contracts, law of associations and foundations, corporate governance, competition law and advertising law.

He combines his professional practice with teaching and research work as Lecturer of Commercial Law at the Universidad

Complutense de Madrid. He is a lecturer at the IE Business School in Madrid, and is the author of the monograph "Ban power of

directors in corporations. "Budgets and scope", Studia Albornotiana. Publisher, Royal College of Spain, Bologna, 2003, and other

publications, and has appeared as a specialist in commercial law in the media.

Languages: Spanish, English and Italian

Javier Gallego Partner

Tel.: +34 914 585 777 Fax: +34 914 572 498

[email protected]

"To combine teaching with

the practice of law means we

can master the technique

and apply it in practice"

OUR TEAM

mailto:[email protected]


Rodrigo Martos Partner

Tel.: +34 914 585 777 Fax: +34 914 572 498

[email protected]

"Our mission: to prevent

problems before having to

resolve them"

Bachelor of Laws from the Universidad Complutense de Madrid, and Masters Degree in Legal Consultancy from the

School of Legal Practice of the Universidad Complutense de Madrid, He also has a Diploma in European Institutions and

Diploma in Advanced Studies from the Universidad Complutense.

He has worked as a lecturer on the Masters programme in Legal Counsel (ICADE) and has taught commercial law at the

"practicum" to final year students in the same faculty. He has also worked as a lecturer on the Masters programme in

Legal Counsel at Universidad Carlos III.

He has extensive professional experience in all areas of civil and commercial law, having previously practised as a lawyer

in international law firms Cuatrecasas (lawyer in the mergers and acquisitions department and member of the "French

Desk", aimed at providing services to French investors in Spain) and Clifford Chance (lawyer in the commercial law

department and member of risk capital group).

He has extensive experience in providing consultancy in the area of commercial law to high net worth individuals, large

enterprises and enterprise groups. Particularly in mergers and acquisitions ("M&A"), purchase and sale of shares/equity

holdings, assets, industries; legal review processes ("Due Diligence"); risk capital operations ("Private Equity");

restructuring of company groups; shareholder agreements; corporate transactions; consultancy to listed companies in

corporate operations and Corporate Governance; legal secretaries; commercial contracts; data protection; constitution,

dissolution and liquidation of companies; judicial and extrajudicial resolution of corporate disputes; unfair competition and

practices restricting competition; Insolvency law, civil law and commercial contracts, law of associations and foundations.

Languages: Spanish, English and French

OUR TEAM



Andrés de la Quadra-Salcedo Partner

Tel.: +34 914 585 777 Fax: +34 914 572 498

[email protected]

“Personalised service aimed

at achieving the very best

results”

Bachelor of Laws from the Universidad Autónoma de Madrid. D.E.S.S. (Diplôme d'Etudes Supérieures Spécialisées) en

Droit Communautaire des Affaires (European Commerical Law) Paris Descartes University (Paris V). Preparation of civil

service exams to the Spanish Legal State Corps.

He completed higher studies at the Faculty of Economic Science at the Universidad Nacional de Educación a Distancia

and studied accounting and financial mathematics at the Centre for Financial Studies (Centro de Estudios Financieros,

CEF) in Madrid.

He has worked as a lecturer of civil law at the Universidad Autónoma de Madrid.

A practising lawyer, he has extensive professional experience in the pre-litigation consultancy and mainly in the

management of legal and arbitration proceedings of all kinds in all areas of civil and commercial law. He has previously

served as a trial lawyer in the offices at the leading Clifford Chance firm (trial lawyer in the Department of Litigation &

Dispute Resolution) and Albiñana & Suarez de Lezo (trial lawyer in the Department of Procedural Law) as well as in the

Danish firm Vestas Mediterranean A/S, a company in charge of the Mediterranean area, the Middle East and Latin

America within the multinational Danish Vestas Group, world leader in research, manufacturing, sales and maintenance

of wind turbines.

He has directed court proceedings of all types (declarative, execution) and in all instances (first instance, appeal and

cassation) as well as national and international, institutional and ad hoc arbitration proceedings concerning all types of

matters or matters of civil and commercial law, including, inter alia, actions in contractual arrangements, tort, company

law (liability of directors, challenging corporate resolutions, etc.), unfair competition, advertising, actions in respect of

intellectual property and actions claiming ownership and declaratory action of ownership, compensation for eviction and

hidden defects, actions in the area of construction and building, actions in the field of distribution and agency contracts,

actions relating to leases, consumers, insurance, actions related to insolvency and actions concerning rights to honour

and reputation and inheritance rights.

Languages: Spanish, English and French

OUR TEAM



José Vida Fernández Of counsel

Tel.: +34 914 585 777 Fax: +34 914 572 498

[email protected]

Lecturer of Administrative Law at the Universidad Carlos III de Madrid. European Doctor of Laws (Dottorato

Europeo di Ricerca) from the University of Bologna (Italy). Bachelor of Laws (Extraordinary Award) from the

Universidad de Granada.

He lectures in administrative law at the Universidad Carlos III de Madrid and on numerous masters

programmes and specialisation courses in various fields (telecommunications, e-government, health, etc.) in

universities and public and private institutions both in Spain and abroad (United States, Argentina, Chile,

Colombia, Peru).

She has been active for over ten years in successive research projects funded by public and private

institutions. He currently heads the research project "Economic evaluation of public services: what-if analysis

from the standpoint of public health" financed by the Community of Madrid and participates as a member in

the project "From the utilities services of general interest in a context of economic crisis "funded by the

Ministry of Science and Innovation (DER2009-09819) and directed by Tomás de la Quadra-Salcedo.

His publications address the main aspects of administrative law with a particular focus on telecommunications

law, audiovisual law, Public Sector Contracts, Health Law, e-Government, etc.

He is Deputy Director of the Masters programme of Laws in Telecommunications and Information Technology

offered by the Universidad Carlos III and he is a member of the Pascual Madoz Institute of Territory, Town

Planning and Environment, and the Seminar in Social Studies on Medication from the same University.

He has received several scholarships from public and private institutions for further study. He also received

awards from the Royal Academy of Jurisprudence of Granada and the Alumni Association of the Faculty of

Law of Granada, for the best student of the class of 1992-1997 He has also received awards for lecturing at

the Universidad Carlos III de Madrid (1997), a finalist in the OCW Universia Award (Madrid, 2010) and Open

Course Ware Consortium Award for Excellence in teaching materials (Cambridge, Mass., 2011) .

Languages: Spanish, English and Italian

OUR TEAM



They have placed their trust in us


All kinds of companies, both national and multinational and including all sectors:

Investors, private equity funds and venture capital business angels, national and large-scale companies, multinationals, family businesses.

http://www.quantum-capital-partners.com/


Contact


C/ Santa Engracia 122, 3ºA

28003 Madrid

Spain

Address:

Contact

Tel. +34 914 585 777

Fax. +34 914 572498

E-mail: [email protected]

Visit us at

www.gmqabogados.com

CONTACT


http://www.gallego-martos.com/


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