The Professorship of Legal Studies discuss BBVA’s takeover bid for Sabadell

On Monday, 23 February, the Auditorium of the Almansa Campus hosted a session on “BBVA’s takeover bid for Sabadell: the attorneys’ perspective ”, the 1^st  roundtable discussion organised by the Professorship of Legal Studies of CUNEF Universidad. Chaired by Javier García de Enterría, lawyer at Clifford Chance, Professor of Commercial Law and Chair of Legal Studies, it featured the participation of two lawyers from Uría Menéndez, the firm that advised Banco Sabadell: Javier Redonet, partner and Head of the Capital Markets Practice Area, and Alfonso Ventoso, M&A and Capital Markets partner. 

To complement this 1^st session, there will be a 2^nd roundtable discussion featuring the participation of BBVA’s lawyers, to offer students a comprehensive and objective vision of the role played by attorneys in a relevant commercial transaction. 

Javier García de Enterría told an audience of more than 120 students that the key purpose of these sessions is to analyse, from an insider perspective, major operations that define business law, through the eyes of the actors involved. In this regard, he pointed out that BBVA’s takeover bid for Sabadell generated enormous interest, going beyond the legal and economic level to become a political and territorial dispute, with implications that transcended strictly financial aspects. He said that, although mutual agreement operations are more frequent in the Spanish market, this hostile takeover allows us to examine the turns and tensions that arise when there is no agreement between the bidder and the target company. 

The two guest speakers explained the role played by attorneys in takeover bids, the most frequent types of operations in the Spanish market, the function of the National Securities Market Commission, or the duty of passivity, among other issues. Alfonso Ventoso addressed the role of attorneys in a takeover bid, stating that legal advisors are in charge of coordinating with regulators and designing the financing and the legal structure of the operation, in an environment that usually  involves firms from several jurisdictions. In the specific case of BBVA’s takeover bid for Sabadell, it was 15 months of intense work with complex regulatory constraints and relevant communication and market implications.

Javier Redonet stressed that, in hostile takeovers, legal advisors become especially relevant, as they are tasked with exploring the precise legal limits to the actions of the board of directors of the company involved, in a context filled with grey areas, where not everything is written. BBVA’s takeover bid for Sabadell provided important lessons on corporate governance, the board’s duty of passivity and conflict management in high-visibility operations.

Chaired by Javier García de Enterría, CUNEF Universidad’s Professorship of Legal Studies hopes to become a space for thought and reflection on business law.