This work focuses on analyzing how a legal entity can be criminally liable within the framework of an M&A operation, specifically in a merger or spinoff, due to an illicit act committed by the absorbed legal entity (target). However, the absorbing legal entity may be exempt from criminal liability if it conducts an adequate due diligence procedure before the M&A operation is finalized.Our regulations do not establish how appropriate due diligence should be carried out in the context of an M&A operation. Therefore, based on professional experience, we will propose a series of actions that the absorbing legal entity should take to demonstrate the completion of proper due diligence on issues of Criminal Compliance.

This work focuses on analyzing how a legal entity can be criminally liable within the framework of an M&A operation, specifically in a merger or spinoff, due to an illicit act committed by the absorbed legal entity (target). However, the absorbing legal entity may be exempt from criminal liability if it conducts an adequate due diligence procedure before the M&A operation is finalized.Our regulations do not establish how appropriate due diligence should be carried out in the context of an M&A operation. Therefore, based on professional experience, we will propose a series of actions that the absorbing legal entity should take to demonstrate the completion of proper due diligence on issues of Criminal Compliance.

This paper seeks to analyse how the highest administrative body of a legal entity assigns functions to the prevention officer to manage the risks that may generate criminal liability for said organisation. It also examines how the prevention officer can assume a guarantor position if he is delegated powers that allow him to make decisions with autonomy and independence. In such a case, he could have criminal liability, either as author or participant, in the degree of complicity, for his own acts or for third parties linked to the legal entity.

This work focuses on analyzing how a legal entity can be criminally liable within the framework of an M&A operation, specifically in a merger or spinoff, due to an illicit act committed by the absorbed legal entity (target). However, the absorbing legal entity may be exempt from criminal liability if it conducts an adequate due diligence procedure before the M&A operation is finalized.Our regulations do not establish how appropriate due diligence should be carried out in the context of an M&A operation. Therefore, based on professional experience, we will propose a series of actions that the absorbing legal entity should take to demonstrate the completion of proper due diligence on issues of Criminal Compliance.