Original article: August 27, 2024 · Gowper Media
Begin with the acquisition, not a promised return.
A Spanish winery investment may combine a business, real estate and a future trade relationship. Start by identifying the assets, operating entity and rights offered by the seller. A legal review should be scoped to that proposed transaction.
Questions for the due diligence brief
- Is the transaction structured as a purchase of shares, assets or both?
- What property, production facilities and contractual relationships are included?
- Which permits, certifications and operational documents should be reviewed?
- How do the planned ownership and financing arrangements fit into the investor’s wider structure?
Review the deposit terms before signing.
The expression contrato de arras should not be treated as a universal description of a nonbinding reservation. Ask your adviser to review the actual wording, the applicable law and the consequences of proceeding or withdrawing.
Artículo 1454: “podrá rescindirse el contrato allanándose el comprador a perderlas, o el vendedor a devolverlas duplicadas.”This statutory wording is a reason to examine the agreement carefully, rather than assume that every deposit has the same effect. The provision and its application require transaction-specific review.
Plan the U.S. import relationship separately.
Ownership of a Spanish winery should not be treated as completing the import arrangements for the United States. TTB’s official guidance addresses a U.S. importer’s permit and the alternative of working with an existing licensed importer.
“Making a commercial arrangement with an existing licensed importer eliminates the need to obtain an importer’s permit.”
Consider the importer, distribution arrangements and related contracts alongside the acquisition. Ask which party will be responsible for each step.
Prepare a useful first conversation.
Bring a description of the target, the transaction stage and any documents already exchanged. Discuss due diligence and contractual priorities before making the next commitment.
Primary sources
Sources checked for this design draft on October 14, 2026. This is editorial draft content; the firm’s legal review remains pending.
General information only. This page does not replace advice on a specific transaction.