– Geopolitics has become a central factor in the global economy. Marilyn, how does this fragmentation affect the Spanish company?
– Geopolitics is no longer a marginal factor; It is a structural condition of the business environment. Tensions between blocs … Regulatory pressures in the technology and energy sectors, reorganization of supply chains, or restrictions resulting from sanctions form a much more complex map than they did five years ago. In this context, the Spanish company is experiencing a unique combination: more global volatility, but also more attractive as a safe destination. Spain appears in EY and Deloitte’s investment reports as one of the most stable countries in southern Europe, with levels of infrastructure, talent and legal security that are particularly valued in unstable environments. Companies that incorporate this geopolitical reading into their governance, as they do with financial indicators, are those that anticipate risks better and protect their investment decisions more effectively.
Spain is experiencing a new investment cycle. What attracts capital and what difficulties does money face when it gets here?
-The data confirms this. According to TTR data, the Spanish market ended 2024 with around 2,100 mergers and acquisitions, a slight increase compared to 2023, and the first half of 2025 showed a sustained recovery in both the number of transactions and their sophistication, especially in energy, infrastructure, tourism and technology. Although the total volume is still somewhat lower than in the years of peak liquidity, interest is growing and the profile of operations is becoming increasingly technical.
The entry of international funds is explained by a combination of stability, talent, connectivity and access to two strategic markets such as Europe and Latin America. But the big bottleneck is not in ending the process, but in managing it afterward. Today, the challenge is not to buy well, but to integrate well. Here obvious difficulties arise: different regulatory rhythms, slower-than-expected cultural integration, increased sensitivity to price mechanisms and, first of all, regular equity that does not provide times that require complex investments. The global investor is not afraid of risk; Fear of uncertainty.
– You mentioned that post-acquisition disputes do not arise at signing, but at implementation. because?
– Because the complexity of current operations means that the company is only the starting point. Most friction arises during implementation, when agreed-upon mechanisms have to be embodied in real data, operational decisions, and specific business behaviors.
Today’s tensions are particularly focused on price mechanisms. Closing adjustments have become one of the most sensitive points of focus: inadequate financial definitions, different interpretations of net debt or working capital and seemingly minor accounting differences can translate into significant differences in the final price. When the price includes earnings linked to future performance, the sensitivity increases even more, because we are no longer talking about a specific snapshot, but rather about the actual management of the company after the acquisition.
Added to this is the pre-contractual phase, where letters of intent create expectations that, if not strictly managed, can lead to liability when one party changes its position. Moreover, representations and warranties, as well as post-contract obligations, generate tensions in a particularly sensitive area: undisclosed contingencies, latent obligations, incomplete information or non-compete or non-solicitation violations. This does not mean that processes fail; It has evolved and become more complex than before.
– How can companies reduce these conflicts?
—Prevention begins with design. The contractual structure must be precise, especially in financial definitions and in the clear definition of responsibilities. A very large portion of disputes could have been avoided if agreements included numerical examples, thoughtful definitions, and real coordination between the legal and financial teams.
The second element is to understand the post-closure phase as a strategic phase, not as an administrative procedure. Most problems arise from a lack of alignment, lack of access to information, or lack of clarity about how to run the company during the first months. The greater the transparency, the less friction.
The third element is providing effective conflict resolution mechanisms. Not everything has to be tried. The intervention of independent experts, mediation and arbitration allow disputes to be resolved quickly, expertly and without exposure to the public, which is particularly important in transnational operations or in highly regulated sectors.
It seems that arbitration has become the preferred mechanism for this type of dispute. because?
-For two basic reasons. The first is confidentiality. Many of these disagreements affect valuations, accounting definitions, sensitive information, or even strategic business decisions. Privacy prevents these discussions from moving into the public domain or the courts, where their visibility could lead to undue reputational impact.
The second reason is that specializing in disputes that combine advanced accounting, financial evaluation, sector regulation and contract enforcement, having a court made up of professionals with experience in mergers and acquisitions makes a big difference. They better understand the logic, mechanisms and sensitivities of the agreement. This translates into faster decisions that are more in tune with business realities.
– If you had to leave one message to boards considering operations in 2025, what would it be?
—They understand that value is not captured on the day of signing, but the day after. Geopolitics requires anticipation, contractual engineering requires precision, and post-lockdown requires flawless execution. Anyone who manages these three layers well will not only resolve conflicts, but will protect – and multiply – the value of their investments.