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Garrigues

Fernando Vives Ruiz

Fernando Vives Ruiz

Chairman

Garrigues
Spain

tel: +34 91 514 52 00
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Local Time: Fri. 09:24

Profile
Fernando has acted as lead partner in a host of high-profile M&A and corporate finance deals in recent years, including for instance: the €2.875 billion tender offer for Itínere Infraestructuras, S.A.(2009); the €14 billion tender offer for 100% of Altadis (2008); legal advice to the Zurich Group on setting up a joint venture with Banco Sabadell to engage in bancassurance business in the classes of life insurance, general insurance and pensions, one of the biggest bancassurance deals taking place in Spain to date (2008); the US$ 9 billion acquisition of Compass Bancshare by Banco Bilbao Vizcaya Argentaria (2007); the €12.6 billion sale of Auna and Amena to Ono and France Telecom (2005), in which he acted for Endesa, Unión Fenosa and Santander Group; the €1.3 billion sale of Cortefiel via tender offer (2005); the €1.3 billion sale of Ceatesalas to Acciona (2006); the merger between Telefónica and Telefónica Móviles (2006); the €660 million high-yield bond issue by Codere (2005 and 2006); the €3 billion share issue by Banco Bilbao Vizcaya Argentaria (2006); and the US$ 3 billion debenture issue by Banco Bilbao Vizcaya Argentaria (2007).

He also acts as adviser to the Shareholders’ Meetings and Boards of some of the most important listed companies in Spain in corporate governance-related matters.

Member of the Center for Legal Research, Development and Innovation for Latin America (Group 100), Instituto Tecnológico de Monterrey.

Joined firm:1986, Madrid, (Spain)



Education

Graduate in Law, Universidad Pontificia Comillas (ICADE), 1985.
Graduate in Economics and Business Administration, Universidad Pontificia Comillas (ICADE), 1986.
Doctor of Laws, Cum Laude, Universidad Pontificia Comillas (ICADE), 2009.
Areas of Practice
Professional Career

Seminars

His most recent conferences include most notably: ·April 2003: Presentation on “La regulación de la cuotas participativas de las Cajas de Ahorro” (The regulation of the participations of Savings Banks) organized by Instituto de Fomento Empresarial (the Institute for Business Development). ·June 2002: Participation in the symposium on the construction of the European Union and its impact on Spanish companies, organized by APD (Spanish Association for Management Progress), with the presentation, “La Sociedad Europea” (The European Company) ·April 2002: Chairman and moderator of the Symposium on “Financial Legislation, recent additions and their practical effect on institutions”, organized by Instituto de Fomento Empresarial (Institute for Business Development). ·February 2003.

Assistant professor at ICADE on leave of absence. Assistant professor at the Garrigues Business Studies and Training Center.

Professional Activities and Experience

Teaching Experience

Lecturer (Non-PhD) in Commercial Law, Universidad Pontificia Comillas (ICADE).

Lecturer at Centro de Estudios Garrigues and at ESADE, where he gives classes on corporate governance.

Member of the Advisory Board for the Master’s Degree in Business Law at Centro de Estudios y Formación Empresarial Garrigues.


Blogs

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Garrigues is the Iberian Peninsula’s leading tax and legal services firm in terms of professional headcount and billings. We know the industry inside out and provide value added to each and every one of our clients.

Articles

Awards:
The most important international legal directories single out Fernando Vives as one of the most prestigious lawyers in Spain in various categories:

Chambers Global. Spain. 2009
- Corporate / M&A: Band 1.

Chambers Europe. Spain. 2009
- Private Equity: Band 1.
- Corporate / M&A: Band 1.

Best Lawyers in Spain. 2009
- Capital Markets
- Corporate / M&A
- Insurance
- Private Equity

European Legal Experts. Spain. 2009
- Banking and Finance
- Corporate / M&A

PLC Which lawyer? Spain. 2009
- Corporate / M&A: Leading
- Private equity: buyouts: Highly recommended
- Capital markets: debt: Recommended
- Investment funds: Recommended
- Directors’ duties and liabilities: Recognised.

Publications:
A regular speaker at various commercial law forums and conferences, Fernando has written and contributed to numerous publications, including most notably the following:

Books and collective works:
- Author of the chapter “Shareholders’ Meetings and delegation of voting” for the collective work “Legal Notebooks for Engineers”(*), forthcoming publication.
- Author of the chapter “Evolution of the various Draft Community Directives until Directive 2004/25/EC and Royal Decree 1066/2007” for the collective work “The new legislation on tender offers in Spain. An assessment of Royal Decree 1066/2007 one year after its entry into force”(*), Fundación de Estudios Bursátiles y Financieros, forthcoming publication.
- “The tender offer for shares in Altadis, S.A.: Search for competitive offers and due diligence”, Anuario Mercantil para Abogados 2009, La Ley, 2009.
- “Public-to-private deals under Spanish tender offer legislation”(*), Aranzadi, 2008.
- Co-editor of the collective work “The role of public institutions in national and transnational control transactions”(*) and co-author of the article in the book “Legal framework for business control transactions”(*), Fundación de Estudios Financieros, 2008.
- Coordinator of the collective work “Half a century of collective investment in Spain”(*), Fundación INVERCO, 2007.
- Coordinator of the collective work “The listed company,” and author of the chapters “Tender offers: legal regime and categories” and “Tender offers: elements, procedure and conduct; competing offers”(*), Marcial Pons, 2006.
- Author of the chapters “Accounting and accounts payable” and “Special regime applicable to the formal insolvency of credit institutions, investment services firms and insurance companies” for the collective work “Comments on the Insolvency Law”(*), Marcial Pons, 2004.
- Author of the chapter “Accounting law in the 20th century” for the collective work “Spanish law in the 20th century”(*), Marcial Pons, 2000.

Articles in reviews and newspapers (in the last three years):
- “New law on business reorganizations,” IFLR 1000, 2009.
- Chapter on Spain in “International Comparative Legal Guide to: corporate governance 2009,” Global Legal Group, 2009.
- Chapter on Spain in “International Comparative Legal Guide to: Mergers & Acquisitions 2009,” Global Legal Group, 2009.
- “The Unified Code: an assessment”(*) for the review Ser Responsible, 2009.
- “New draft legislation on corporate modifications,” IFLR 1000, 2008.
- “The justification for delisting transactions. An economic analysis”(*) for Revista del Mercado de Valores, issue 3, 2008.
- Chapter on Spain in “International Comparative Legal Guide to: corporate governance 2008,” Global Legal Group, 2008.
- “The Spanish M&A market: in the beginning of a tunnel?” Financier Worldwide Magazine, 2008.
- “The roles of regulation,” IFLR 1000, 2008.
- “A busy M&A market with challenges ahead,” IFLR 1000, 2008.
- “Spain: Open and honest,” Legal Week, 2008.
- “Regulated information under new Spanish legislation in relation to securities markets,” Financier Worldwide Magazine, 2007.
- “Past, present and future of corporate governance in Spain,” IFLR 1000, 2007.
- Chapter on Spain in “Corporate Governance and Directors´ Duties,” Practical Law, Handbook on Corporate Governance, 2007.
- Chapter on Spain in “International Comparative Legal Guide to: Mergers & Acquisitions 2007,” Global Legal Group, 2007.

(*) originally published in Spanish. For further information, see Spanish version of CV


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