Commercial Law practice developments and trends in the Spanish market in 2025

We welcome the new year by sharing with you the main legislative developments and trends in the Spanish market that will likely impact commercial practice during 2025.

This newsletter is a translation of the Spanish original that was published on 15 January 2025.

1. Corporate and corporate governance

2. Financial regulation

3. Foreign Investment Control (FDI)

4. Foreign subsidies

5. ESG

6. Securities market

7. Restructurings and special situations

8. Financing transactions

9. Energy

10. Real estate

11. Transport and mobility

12. Digital law, cybersecurity and intelligence

13. Health and pharmaceutical

14. Securitisations

15. Servicers

1. Corporate and corporate governance

1.1. Basic Law on equal representation and a balanced presence of women and men was approved

This law transposes Directive (EU) 2022/2381 and introduces new obligations regarding gender balance on the boards of directors and senior management of all listed companies and public interest entities that exceed certain thresholds. Among other requirements, boards of directors must have a minimum representation of 40% of the underrepresented sex and ensure this minimum threshold in senior management.

The new obligations will apply from 30 June 2026 for the largest 35 companies by market capitalisation at the close of business on 22 August 2024 and from 30 June 2027 for all other companies listed on regulated markets. These obligations will apply gradually to public-interest entities that are not listed companies, with the underrepresented sex to account for 33% of boards of directors and senior management by 30 June 2026 and 40% by 30 June 2029.

The following is a  publication on the subject:

1.2. Draft Law on corporate sustainability information

This draft law transposes Directive (EU) 2022/2464 (CSRD) and introduces new obligations in relation to the submission and verification of the sustainability report (which replaces the current non-financial reporting statement).

The new obligations apply progressively according to the type and size of the company. However, until they apply, companies must continue to prepare and submit for verification the non-financial reporting statement as provided in Law 11/2018.

The draft law may change during the ongoing parliamentary process. The law was expected to be approved by the end of 2024 or early 2025. As the legislative process did not conclude before the end of 2024, the CNMV and the ICAC were obliged to issue a joint statement (only available in Spanish) with considerations for entities required to present a sustainability report in accordance with the CSRD in 2025.

The CSRD, the new European Sustainability Reporting Standards (ESRS), and the introduction of taxonomy KPIs will form the framework in which companies must work to improve the quality of their corporate sustainability information and incorporate that framework into strategic decisions without being overwhelmed by increasingly demanding compliance requirements. Obtaining more transparent, reliable, and auditable metrics and parameters remains a challenge not only as a compliance measure but also as a response to stakeholder demands (from investors to consumers and regulators) and as a bulwark against potential greenwashing claims.

Given how complex the CSRD is, its implementation offers an opportunity to observe how companies adhere to the information requirements, particularly those that publish their annual reports in multiple jurisdictions or have disclosure obligations in the US, or both. Additionally, the reports presented in 2025 will provide information on how the authorities of the Member States and investors respond to the different reporting approaches under the CSRD.

The following is a recent publication on the subject:

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2.  Financial regulation

2.1.  DORA Regulation, UCITS and AIFMD Directives, and PSD3

The first wave of the 2025 regulatory tsunami will include the entry into force of the DORA Regulation on 17 January, which will mark the beginning of the supervision of compliance with this operational resilience and cybersecurity regulation by supervisory authorities. The DORA Regulation was completed in 2024 with the approval of eight delegated implementing regulations and one implementing regulation, six of which have been adopted and three of which have been published.

The draft law and two draft royal decrees for the digitisation and modernisation of the financial sector (“Financial System Digitisation and Modernisation Regulation”) have been approved in the last month, which include, among other proposals, the establishment of a sanctioning regime for violations of the DORA Regulation and extends the scope of the regulation to payment-system operators, payment-scheme operators, electronic-money-payment-agreement operators and payment processors in Spain.

The second notable date on the financial regulatory calendar is the amendment of the UCITS and AIFMD Directives, which is already in force and will be applicable in April 2026, so preparatory work for its transposition is expected to begin this year. Additionally, the trilogue between the European Parliament, the Council of the EU, and the European Commission (EC) on the Retail Investment Strategy is expected to take place in 2025, with a view to its approval in 2026.

In the field of payment methods, we would be remiss to not mention the anticipated publication of the final texts of the new Payment Services Directive, PSD3, and the new Payment Services Regulation, PSR, following the conclusion of the negotiations between the Parliament and the Council. Once the final versions have been adopted, a transitional period of 18 months is expected to be granted, so these rules will have to be implemented throughout the coming year if they are approved in the first half of the year. This new payment regulation is expected to bring enhanced user protection and improved data accessibility, and to unify payment institutions and electronic money institutions under a single licence.

In addition, the Financial System Digitisation and Modernisation Regulation aims to modernise payment services and systems. We highlight the adaptation of Spanish regulation on payment services to Regulation (EU) 2024/886 of the European Parliament and the Council of 13 March 2024 on instant transfers to allow payment entities and electronic money entities to participate in payment systems directly, since they currently must do so indirectly through intermediary entities.

2.2. Financial Ombudsman Authority and consumer credit agreements

In Spain, the Financial Ombudsman Authority will remain the subject of debate, as there is currently great uncertainty about whether it will ultimately become a reality. The Draft Law regulating customer service has been better received, aiming to improve consumer rights and streamline the procedures for resolving complaints and claims from various types of entities, including those in the financial sector. In terms of consumer credit contracts, Directive (EU) 2023/2225 of the European Parliament and of the Council of 18 October 2023 must be transposed before 21 November 2025. This directive imposes the supervision and registration of entities providing this type of financing along with changes and clarifications, among others, regarding consumer credits, conduct rules, advertising, information, solvency and withdrawal.

2.3. Money laundering prevention

In AML matters, and although we will have to wait until 2027 for the application of the Regulation and the transposition of the Sixth Directive approved in the legislative package published on 19 June 2024, the activity of the European Anti-Money Laundering and Counter-Terrorist Financing Authority will begin in 2025. For more information, see our publication on the “New EU AML and CFT legislation”.

On the other hand, the Financial System Digitisation and Modernisation Regulation will amend Spanish AML regulations to include crypto-asset service providers in the list of obliged entities and include definitions on this matter.

2.4. Reform of the prudential regime for credit institutions and investment firms (CRRIII-CRDVI)

The reform of the prudential regime applicable to credit institutions and investment firms, known as CRRIII-CRDVI, was approved in 2024. It aimed to incorporate the latest elements of the Basel III Agreement and the regulation of ESG risks into the community framework. The regulatory framework consists of a directly applicable regulation (Regulation (EU) 575/2013), which has already come into force, and a directive (Capital Requirements Directive 2013/36/EU) that Member States were required to transpose by 10 January 2026. As a result of the new regulatory framework, Law 10/2014 of 26 June on the organisation, supervision, and solvency of credit institutions and its implementing regulations (Royal Decree 84/2015) are expected to be modified. Among other changes, the Directive’s reform includes a new prudential regime for significant investments of credit institutions, as well as new definitions and standards applicable to the internal governance of credit institutions.

The new Directive also contains minimum standards applicable to the prudent management of ESG risks and the obligation to present prudential transition plans. The Directive delegates to the EBA the preparation of guidelines on the content of these plans and their evaluation by the corresponding authorities. We expect the EBA to approve these guidelines in 2025 (since they were published for consultation in January 2024).

The CRRIII also included other broad delegations for the EBA to develop technical regulations and guidelines, most of which we expect will be approved in 2025. Of particular relevance to Spanish credit institutions are the regulatory instruments that complete the new standard methodology for calculating capital requirements for credit risk, including, for example, the criteria that a high-quality project financing must meet to benefit from reduced risk weights, methodological elements that complete the new regime for calculating capital requirements for operational risk and for market risk of the trading book.

2.5. Updating EBA guidelines and templates

In 2025, the EBA is expected to update a significant portion of its guidelines on internal governance, risk management, or the remuneration framework of entities. Most changes aim to incorporate the new ESG and technological and security risk management standards introduced by DORA and CRDVI. The EBA is expected to modify the following guidelines:

• Guidelines on internal governance (EBA/GL/2021/05), which will incorporate the ESG risk management criteria, the new rules on the configuration of internal control functions and those on the board of directors as a collegiate body.
• Guidelines on sound remuneration policies (EBA/GL/2021/04), which will include the duty of credit institutions to incorporate ESG risk management into the remuneration framework.
• Joint ESMA and EBA Guidelines on the assessment of the suitability of members of the management body and key function holders (EBA/GL/2021/06, ESMA 35-36-2319), to update the fit-and-propercriteria for directors and senior management of institutions.
• Guidelines on outsourcing (EBA/GL/2019/02), to include the new rules on outsourcing functions introduced by DORA.
• Guidelines on ICT and security risk management (EBA/GL/2019/04), to adapt to the management standards introduced by DORA.
• Guidance on loan origination and monitoring (EBA/GL/2020/06), to ensure full alignment with the rules of the new Consumer Credit Directive.

Similarly, the EBA is expected to undertake a number of initiatives to adapt its Implementing Technical Standards (generally templates for reporting information) to the new CRRIII/CRDVI prudential framework, including the incorporation of ESG risks into periodic public information templates (Pillar 3) and the inclusion of these risks in the information that entities must periodically provide to the supervisor (FinREP and COREP).

2.6. EU banking resolution framework

One of the pending reforms that we expect will bring changes in 2025 is the approval of the reform of the banking resolution framework applicable in the EU, which has been pending and under negotiation since the EC published its proposal in 2022. The changes under discussion are very important and, among other things, seek to (i) facilitate the use of deposit guarantee funds in the resolution of small and medium-sized entities, (ii) make the requirement of public interest assessment more flexible as a prerequisite for applying resolution rules, and (iii) harmonise some key aspects in determining MREL requirements. Although there is currently no guarantee that the CMDI legislative package will be approved in 2025 (modifying the BRRD and the Deposit Guarantee Fund Directive), legislative discussions resumed in 2024 following the banking crises in the US (Silicon Valley Bank) and Switzerland (Credit Suisse).

Although not strictly legislative, we highlight the publication by the Single Supervisory Mechanism (SSM) of its supervisory priorities for the 2025–27 triennium. It establishes three priorities for this period:

• The assessment of the resilience of entities against financial and geopolitical risks.
• The prompt elimination of deficiencies identified by the SSM in its supervisory actions. Particularly, the SSM will seek to evaluate that banks have taken measures to adequately manage ESG risks, especially in light of the entry into force of CRRIII/CRDVI, and that they have improved their systems for risk information aggregation and reporting.
• The strengthening of entities’ digitalisation strategies and the improvement of their mechanisms for managing emerging risks derived from using new technologies. The SSM is expected to continue to focus on the methods and control mechanisms that banks apply for using artificial intelligence in their business model.

We also expect there to be a stress test in 2025, which framework the EBA has defined and the SSM will manage. This exercise will incorporate the emerging risks to which entities in the EU are exposed, with a particular focus on geopolitical risks.

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3. Foreign Investment Control (FDI)

Perhaps the most significant development, which has not yet been codified, came from the EU authorities. The EC approved five initiatives in January to strengthen the EU’s economic security in the areas of export control, control of investments abroad, support for research and development of dual-use technologies, increased security of research, and foreign investments in the EU. This final initiative is accompanied by a new Proposal for a Regulation on the control of foreign investments, which would significantly alter the control mechanisms of Member States and the intra-community cooperation mechanism.

It is expected that during progress will be made in 2025 toward the approval of the Proposal for a Regulation. If the Proposal for a Regulation is ultimately approved in the terms published in January 2024, it will significantly change the minimum content of foreign investment control mechanisms that all EU Member States must now establish mandatorily and in relation to the intra-community cooperation mechanism.

In short, the outlook for 2025 is more control at the community level, without a foreseeable liberalisation of the regime that exempts the notification of transactions of limited relevance, as some foreign investors have been demanding.

The FDI framework is particularly relevant in M&A transactions: direct and indirect sales of Spanish companies and assets, issuances of equity and debt instruments, and even financings. The timeline between signing and closing must be taken into account when drafting transaction documents and conditions. The subject is becoming increasingly complex, and 2025 will be no exception to this trend of constant change.

The following are some of our publications on the subject:

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4. Foreign subsidies

The notification and prior authorisation framework established in the Regulation, which came into force on 12 October 2023, includes the obligation to notify concentrations and public procurement procedures that exceed certain thresholds. It also allows the EC to investigate (on its own initiative) relevant cases in which the thresholds are not met.

A mandatory notification has therefore been added to the existing ones related to control of concentrations and foreign direct investment, which must be considered when planning transactions, especially regarding costs and timelines. This procedure is demanding in terms of the information that must be provided to the EC and the monitoring of financial contributions, which entails an administrative burden for affected companies.

The Regulation impacts commercial practice, both in the due diligence phase and in the drafting of transaction documents. The parties to each transaction will need to assess the benefits of including, on the one hand, a notification regarding foreign subsidies as a condition precedent and, on the other, any pertinent declarations and guarantees.

During the first year, the EC received many more notifications than expected (in the case of concentrations, more than 120 prenotifications and 100 notifications, and nearly 90 transactions were approved in the first phase and only one in the second phase, subject to commitments).

The first formal investigations were carried out in the framework of public procurement (transport and photovoltaic energy sectors) and all of them involved Chinese companies. The EC also conducted ex officio investigations in the wind farm and security equipment sectors (in the latter case, even involving surprise inspections).

The first concentration subject to authorisation that required commitments from the parties under the Regulation was approved by the EC last September. This transaction consisted of e& acquiring exclusive control over PPF. e& is an Emirati operator owned by the sovereign fund Emirates Investment Authority, while PPF is a European telecommunications operator. The procedure lasted five months.

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5. ESG

5.1. Sustainability reporting(CSRD)

The first sustainability reports for the 2024 fiscal year will be published in 2025 in accordance with Directive (EU) 2022/2464 as regards corporate sustainability reporting (CSRD), which Spain is expected to transpose in the coming months (see section 1.2), and in accordance with the ESRS with a double materiality approach.

Obtaining more transparent, reliable, and auditable metrics and parameters will remain a challenge for companies both from a regulatory compliance perspective and as a preventive measure against potential greenwashing claims. In this context of accountability with increasingly detailed and precise sustainability data, we expect technological innovations (AI, blockchain) in the collection, measurement, and automated tracking of such data to emerge.

5.2. Due diligence (CS3D)

On 25 July 2024, Directive (EU) 2024/1760 of the European Parliament and of the Council on corporate sustainability due diligence (CS3D) came into force. Member States have until 26 July 2026 to transpose the directive, which will apply to companies in progressive phases from 2027 to 2029 depending on the number of employees and their turnover. The CS3D requires specific European and third-country companies to establish processes to identify, prevent, mitigate and remedy adverse impacts on human rights and the environment that may be caused by the company itself, its subsidiaries, and entities in its supply chain. These are positive obligations that entail concrete actions. Additionally, the CS3D requires companies to adopt a transition plan for climate change mitigation.

Non-compliance with the CS3D may be sanctioned with fines sufficient to be a deterrent – based on the company’s global net turnover (and up to 5%) – and the identity of non-compliant companies may be made public. Furthermore, infringing companies will be civilly liable for damage caused to third parties as a result of CS3D violations. In any case, there needs to be intent or negligence; no civil liability arises when an injury is caused exclusively by business partners, and compensation cannot result in overcompensation or punitive damages – although the injured party will have the right to full reparation. The Directive introduces procedural measures that facilitate liability actions in terms of limitation periods, legal costs, precautionary measures, evidence and, in particular, mechanisms for unions or NGOs to bring these actions on behalf of affected individuals.

The CS3D Directive also aligns with the CSRD Directive to avoid double reporting by companies under both directives, although companies will need to carefully plan to make sure they comply with the obligations in both directives.

5.3. Diversity and inclusion

The Basic Law on equal representation and balanced presence of women and men (only available in Spanish) was approved in 2024. It transposes Directive (EU) 2022/2381 and introduces new obligations on gender balance on the boards of directors and senior management of listed companies and public interest entities that exceed certain thresholds. The new obligations will apply from 30 June 2026, for the 35 companies with the highest market capitalisation as of 22 August 2024, and from 30 June 2027, for all other the companies listed on regulated markets. For more information, see section 1.1.

On the other hand, Royal Decree 1026/2024 of 9 October, which develops a planned set of mandatory measures to ensure equality and non-discrimination of LGTBI people in the workplace (only available in Spanish), was also approved in 2024. It came into force on 10 October and establishes the obligation for companies with more than 50 employees to implement planned measures and a protocol against harassment and violence, identifying preventive practices and detection and action mechanisms against it. Its annexes set out the planned measures and protocols that companies must negotiate in 2025 through collective bargaining within three or six months after the Royal Decree comes into force (depending on whether the companies have a collective agreement and worker representation).

5.4. European green bonds

In relation to sustainable finance, Regulation (EU) 2023/2631 of the European Parliament and of the Council of 22 November 2023 European Green Bonds and optional disclosures for bonds marketed as environmentally sustainable and for sustainability-linked bonds (“European Green Bond Regulation”) entered into force on 20 December 2023, becoming directly applicable from 21 December 2024 (except for some of its provisions). The European Green Bond Regulation establishes a mandatory common framework for bond issuers inside and outside the EU wishing to use the designation “European Green Bond” or “EuGB” for the bonds they issue and make available to investors in the EU, it regulates the information they must disclose on such bonds and the verification requirements for this information, the relationship between the allocation of proceeds from such bonds and the EU taxonomy, a registration and supervision system for external verifiers administered by ESMA, and the supervisory and sanctioning powers over issuers granted to the competent authorities (in Spain, the CNMV). It also provides voluntary pre- and post-issuance disclosure templates for bonds marketed as environmentally sustainable or sustainability-linked (i.e. those that are not issued as “European green bonds” or “EuGBs”).

5.5. Greenwashing

In the context of the fight against greenwashing, we expect the Directive on explicit environmental claims (Green Claims Directive) to be approved in 2025, which will impose stricter requirements for justifying environmental claims and will include sanctions for non-compliant companies. The recently approved Directive on consumer empowerment for the green transition and the Directive on environmental claims are not expected to be transposed until 2026. Despite not yet being transposed into Spanish law, we expect civil litigation and administrative consumer claims on greenwashing and socialwashing to increase in 2025.

5.6. Other initiatives

• The EC has postponed the entry of force of Regulation - 2023/1115 of the European Parliament and of the Council of 31 May 2023 on the making available on the Union market and the export from the Union of certain commodities and products associated with deforestation and forest degradation until 30 December 2025 for companies other than SMEs, and until 30 June 2026 for SMEs. This will give companies trading cocoa, coffee, palm oil, rubber, soy, timber and cattle products an additional year to implement the mechanisms required by the regulation.
• In May 2024, the European Securities and Markets Authority (ESMA) published Guidelines on funds’ names using ESG or sustainability-related terms. Managers of new funds created after 21 November 2024 must comply with these rules, while funds existing before this date have been granted a six-month transitional period to comply, ending on 21 May 2025.
  These guidelines aim to establish the criteria to be followed by funds that include ESG or sustainability-related terms in their names and to clarify that all information included in marketing communications must be impartial, clear, and not misleading. The practical implementation of these guidelines will require the specification or clarification at European level of some particularly relevant issues, which are expected to be clarified in the first months of 2025 as they are currently being addressed by ESMA and CNMV.
• In the field of sustainable finance, we also expect the publication in November 2024 by the Loan Market Association (LMA) of “Draft Provisions for Green Loans” to be a starting point that will streamline negotiations and ultimately contribute to developing the green lending market, which will benefit both borrowers and lenders.
• Finally, the EU is considering simplifying ESG reporting obligations by consolidating the rules into a single regulation. The initiative could merge the CSRD, the EU Taxonomy Regulation and the CS3D into one omnibus regulation. We will need to keep a close eye on how this proposal evolves in 2025, as it could reduce regulatory complexity and administrative burden for companies.

The following is a publication on the subject:

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6. Securities market

The most notable regulatory reform of 2024 was the approval of the legislative package known as the EU Listing Act, the final text of which was published on 14 November 2024. This set of measures aims to facilitate companies’ access to capital markets within the EU by reducing the bureaucratic burdens associated with both the process of admission to trading and their permanence as a listed company. It is articulated through three legislative instruments: (i) Regulation (EU) 2024/2809 of the European Parliament and of the Council of 23 October 2024, (ii) Directive (EU) 2024/2811 of the European Parliament and of the Council of 23 October 2024, and (iii) Directive (EU) 2024/2810 of the European Parliament and of the Council, of 23 October 2024.

The EU Listing Act will enter into force progressively, with some provisions applying directly from December 2024, while others entering into force in 2026 and requiring transposition into Spanish law or regulatory development. The following are some of the most relevant modifications:

• In terms of prospectuses, from December 2024, a new exemption is introduced for the issuance of fungible securities with others that have been admitted to trading on a regulated market or Multilateral Trading Facility (MTF) for a minimum period of 18 months and the threshold for the prospectus exemption in the case of admission to trading of fungible securities with others already admitted to trading on the same regulated market is increased to 30%, this exemption also extending to offers of securities in circulation. The revocation period for investors after the securities are priced or a supplement published is extended to a minimum of three business days while, in the case of IPOs, the minimum period between the publication of the prospectus and the end of the offer is reduced to three business days. Additionally, from that same date, investors no longer have the right to receive a physical copy of the prospectus.
  On the other hand, we will have to wait until June 2026 for modifications such as the increase – to €12,000,000 – of the amount required to qualify for the exemption from publishing a prospectus in public offers and issuances, the limitation of the prospectus length to 300 pages, the replacement of the simplified prospectus with the EU Follow-on Prospectus, and the reduction of the information requirements of the EU growth prospectus to be applicable. Also, before June 2026, Member States must transpose the regulation that will allow the reduction of the minimum free-float requirement from 25% to 10% for the admission to trading of shares on regulated markets, although the president of the CNMV has recently announced that admissions to trading of companies without prior dissemination will be allowed in a special segment that will be created for this purpose.
• Regarding market abuse modifications, from December 2024, the cases that allow persons with management responsibilities to operate during a closed period are expanded and the threshold that each corresponding authority is entitled to establish for notification by such persons is increased to €50,000; we will have wait and see how the CNMV reacts to these changes. In relation to buyback programmes, transactions can be published in aggregate and only the most relevant market buybacks in terms of liquidity must be notified to the authority. However, the clarification that the obligation to disclose inside information does not affect the intermediate stages of a prolonged process will not apply until June 2026.
• To conclude with the novelties introduced by the EU Listing Act, December 2026 is the deadline for Member States to transpose the provisions that harmonise the regulation on multiple voting share structures for companies seeking admission to trading on expanding SME markets.

In terms of transactions, 2024 has seen a significant increase in the number of IPOs and this trend is expected to continue in 2025, despite the Spanish Government announcing an extension of the control framework for foreign direct investment by EU investors. During 2024, IPOs have resumed on the continuous market although, unfortunately, the number of abandoned transactions has outpaced the number of new ones. On the other hand, the alternative markets (BME Growth, BME Scaleup and Portfolio Stock Exchange) have seen more successful trades. Looking ahead to 2025, we expect an upturn in equity trading with more IPOs and capital increases.

In terms of corporate governance, during 2024, the Basic Law on equal representation and a balanced presence of women and men was approved and the Draft Law on corporate sustainability reporting was published (see section 1.1 for more details on both laws). Additionally, the CNMV has published a new technical guide on audit committees of public interest entities and is expected to publish an update to the guide on the appointments and remuneration committee in 2025. For its part, ESMA issued guidelines in 2024 on best practices regarding issuers’ calls with analysts before presenting periodic financial information.

The Draft Royal Decree (only available in Spanish) that will extend the application of the takeover bid framework to companies with shares admitted to trading on MTFs was published for public consultation on 8 January 2025. This was the final pending regulatory step of this measure, which has been contemplated in the Securities Markets and Investment Services Law since April 2023 and which is expected to be approved in the early months of 2025. Although the final wording may change, according to the published Draft, a new chapter is expected to be added to Royal Decree 1066/2007 to adapt the takeover bid framework to the characteristics of companies listed on MTFs, including: (i) four new cases excluded from the obligation to make a takeover bid when control is reached, including acquiring a stake of less than 50% of the voting capital; (ii) the extension of the period to reduce the stake or make a takeover bid in the event of indirect or unexpected control; (iii) the elimination of the need for the CNMV to supervise the independent expert’s report in delisting public offers; (iv) the simplification of the delisting process initiated at the request of the issuing company itself; and (v) greater flexibility regarding how the guarantee for the takeover bid price is constituted or accredited.

We also expect there to be further progress at the EU level in terms of shortening the settlement cycles to D+1, in line with what ESMA announced in 2024.

The following are some of our publications on the subject:

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7. Restructurings and special situations

Advancing in the contours and interpretation of the reform of the pre-bankruptcy institutes carried out in 2022 (Second Book of the Bankruptcy Law, articles 585 and following), 2024 has left us with an interesting set of judicial decisions in which provincial courts have tried to more clearly define the limits that legal operators must respect.

In contrast to a beginning marked by flexibility and favouring the autonomy of the will of the parties and the agreements reached, more recent court decisions have shown that (probably as a reaction – and as a check – on specific excesses and trends detected in the market) judicial practice may be turning towards a more restrictive approach that seeks to prioritise the substance and real support for the agreements reached and penalise restructuring perimeters or classes of creditors resulting from artificial majorities implemented for personal gain.

We will know in 2025 whether this change in trend is confirmed or whether, as on other occasions, it merely reflects a disparity of criteria among judicial bodies in different territories in the absence of established case law by a hierarchical superior body.

Finally, Royal Decree-Law 9/2024 (only available in Spanish) extends the transitional regime of the accounting moratorium introduced during the pandemic for a further two years (until the end of 2026). Under this transitional regime, financial losses incurred in 2020 and 2021 will not be taken into consideration for the purposes of the cause of dissolution due to losses under article 363.1.e) of the Spanish Companies Law until the end of the financial year starting in 2026.

If, excluding 2020 and 2021 losses, the company suffers losses in 2024 that causes it to fall within the aforementioned grounds for dissolution, the directors must call a general meeting to dissolve the company within two months of the end of the financial year (i.e. the end of February 2025 for financial years ending in December) unless the share capital is increased or reduced sufficiently. Any shareholder may also request that a general meeting be called within this period for this reason.

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8. Financing transactions

We anticipate the following three main trends in financing transactions in 2025:

1. Acquisition financing to increase, after the adjustment period from late 2022 to early 2024 and in light of the reactivation of M&A transactions mainly by financial sponsors. On the other hand, refinancing will continue with a dual purpose: (1) anticipating the expected maturities between 2025 and 2027 (especially ICO loans); and (2) reducing financial costs, especially in the hospitality sector, which has taken advantage of the record years from 2022 to 2024 to raise new cheaper debt based on solid business plans and prospects. We are optimistic that 2025 will be a sound year as we expect interest rate cuts to remain and inflation to stabilise or even drop.
2. More financing linked to disruptive technological projects, such as AI. We predict that a significant increase in financing linked to key digital infrastructure for this type of technology, such as data centres. The commitment by both financial investors and real estate or corporate investors – as well as by various national, regional, and local governments – in search of other more profitable segments, make the construction, commissioning, expansion, or purchase of data centres one of the main drivers of financing transactions in 2025.
3. Debt funds and institutional investors to be more actively involved as direct financiers of medium and large companies, consolidating a trend that we have been observing for some years. Furthermore, the onset of these new financiers has been linked to the use of liability management strategies by Spanish companies to raise additional financing against assets or sources of income not pledged or committed to other financiers or to readjust their capital structure without the unanimous consent of all their financiers. We expect to see debtors use these strategies more in 2025 to avoid more aggressive restructurings of their financial debt.

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9. Energy

The gradual cutting of interest rates and the asset rotation strategies of the main players in the energy sector, as well as the energy transition requirements applicable throughout the industrial fabric, suggest that we will see an increase in M&A transactions and project financing in the renewables sector in 2025 compared to the previous year. We also expect continued growth in transactions on biogas/biomethane projects and Power-to-X technologies such as green hydrogen and ammonia.

On the other hand, a new player is expected to join the renewable generation mix, offshore wind, as the first auction for this technology (under Royal Decree 962/2024, only available in Spanish) is expected to take place in 2025. After many delays, the sector is eagerly awaiting these auctions, albeit accompanied by some concerns that have yet to be defined, such as the criteria for indexing guaranteed remuneration or how non-economic criteria will be weighted within the auction framework.

One of the main steps to boost the electrification of the economy and meet new large consumptions (such as data centres and Power-to-X installations) will be the reinforcement and greater deployment of electricity transmission and distribution networks. New measures are expected in 2025 to provide greater flexibility to network managers. An example of this is the public consultation (only available in Spanish) opened in June 2024 for the modification of investment limits in networks, the materialisation and terms of which are still in the pipeline.

Likewise, both generators and consumers are pushing for more frequent access-capacity auction calls in 2025, given that the auctions called to date have been insufficient to meet the sector’s appetite.

The year 2025 has begun with important announcements aimed at alleviating the limited storage capacity of the Spanish electricity system and the restrictions and curtailment issues that renewable technologies such as photovoltaics have suffered. Among these measures, the draft Order (only available in Spanish) for the creation of the long-awaited capacity markets stands out, which could form the basis for guaranteeing the financial viability of new electricity storage installations.

While we wait for these measures to be implemented, the sector’s sentiment seems to be that 2025 will bring new scenarios of curtailment issues for renewables (with zero or negative prices in the OMIE daily market during hours of highest renewable production), which will undoubtedly incentivise the interest of new and existing project developers in signing power purchase agreements to overcome this uncertainty and obtain third-party financing to cover construction and development costs.

Operators should also keep an eye on the tax landscape applicable to the energy sector, with significant political divergences regarding the continuation of the tax on major energy operators (the so-called tax on large energy companies) and the tax on the value of electricity production (IVPEE).

On the supply and demand side, the draft regulation (only available in Spanish) that will update the status of electricity marketers, aggregators and consumers, as well as the regulatory development of the flexible access capacity figure, stands out.

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10. Real estate

Business activity related to the real estate sector will remain intense throughout 2025. The leading sectors will continue to be the hotel and residential sectors concentrated, by geographic areas, in Madrid, the Balearic and Canary Islands and the Costa del Sol. Given the increasing difficulty in finding products, investors are increasingly focusing on identifying opportunities where it is necessary to add value or reposition existing assets. There is a growing trend to propose urban planning transactions for change of use, seeking to convert old industrial enclaves or office buildings into residential areas or new hotel projects.

As a novelty in recent months, there is a growing interest in outdoor logistics projects, with ephemeral architecture (known as “out storage”). Likewise, the concentration of technological projects in the Iberian Peninsula is turning Spain into the digital hub of Southern Europe. In this context, investments related to the implementation of data centres have multiplied exponentially, as well as projects aimed at meeting the supply and storage needs of electricity for such installations. These are legally complex products, with very specific implementation and regulatory requirements and characteristics that are distinct from those of other more traditional assets (e.g. the reference unit is the kilowatt, they are not occupied by people but by machines, they have very particular construction characteristics and supply needs). It is highly likely that, in the medium term, they will be subject to more detailed and adjusted legal and technical regulation to these differential elements.

On the regulatory front, Congress began processing a legislative initiative in December to regulate temporary lease contracts. The proposal currently under consideration requires justifying the need for the contract to be limited in time, specifying the direct relationship between the causes and the agreed term. If this obligation is not complied with, the contract becomes a regular residential lease. In any case, although the parties are still free to agree on the term of the contract, it cannot exceed nine months for temporary leases.

Regarding the draft law for a more efficient justice system, it could affect two main areas of the real estate sector: (i) it aims to expedite eviction processes in illegal occupation cases, allowing them to be conducted through the expedited procedure (the so-called “quick trials”); and (ii) it proposes the elimination of the so-called golden visa, an incentive established during times of crisis to reactivate the market by granting residence permits to foreigners investing more than €500,000 in the purchase of a property.

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11. Transport and mobility

11.1.The new legal regime applicable to extensions of port concessions

The second additional provision of Law 2/2024 of 1 August has introduced significant modifications to the legal framework of port concession extensions, affecting both current concessions and extension files currently underway. Among the main novelties are the clarification of the compatibility rules between different types of extensions, as well as the modification of the maximum length of time and the minimum required investments. These modifications aim to unify criteria and provide operators with a clear, coherent framework for managing port concessions.

11.2. UAS (drones) and U-Space

The drone sector has undergone a significant regulatory change with the entry into force of Royal Decree 517/2024 of 4 June, which develops the legal framework for the civil use of unmanned aircraft systems (UAS). On the other hand, the timeline established in the national action plan for the deployment of U-Space ends in 2025. The upcoming certification of ENAIRE as a common information service provider and the advances in the implementation of U-Space areas observed in pilot projects are positive for the sector, so we expect the U-Space concept to be fully implemented in Spain in 2025.

11.3. Offshore wind

Royal Decree 962/2024 of 24 September establishes the new administrative framework for the authorisation of marine renewable energy installations in the areas identified for this purpose in the maritime spatial planning plans (POEM). The development of this sector also presents an opportunity for Spanish shipyards and their auxiliary industries, who seek to diversify their activity and direct part of their production capacity to the construction and maintenance of structures and equipment used in other sectors with high development potential, such as marine renewable energies or the vessels needed for the construction and maintenance of offshore wind farms.

11.4. Sustainable mobility and liberalisation of intercity bus passenger transport

The Sustainable Mobility Bill (PLMS), officially published on 23 February 2024, will resume in 2025 and likely be approved and enter into force. The bill proposes, among other measures, a partial liberalisation of the current concession model for intercity bus passenger transport. Thus, if passed, it would entail a significant change for economic agents providing regular passenger transport services by road under state jurisdiction: it would allow the liberalisation, with the Council of Ministers’ approval, of regular state jurisdiction services on routes longer than 100 kilometres. So this new law will introduce a hybrid model at the state level that seeks to combine the advantages of free competition with the protection of territorial cohesion.

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12. Digital law, cybersecurity and intelligence

One of the fundamental pillars of Europe’s digitalisation is based precisely on the opening of data in the economy as a driver for digitalisation. In this regard, Regulation EU 2023/2854, known as the Data Act, is a key piece in European technological and digital development. The Data Act, which promotes access to data from connected products and establishes other measures to encourage data access, was approved in December 2023 and will be applicable from 12 September 2025, apart from some provisions that will come into force progressively throughout 2025 and 2026.

Similarly, Regulation 2022/868, known as the Data Governance Act, which was approved in 2022, will begin to apply throughout 2025, pioneering the regulation of the requirements that data intermediation services must meet. These requirements will apply from 24 September 2025.

Another fundamental pillar on which Europe is working is strengthening cybersecurity. In 2025, we expect Spain to transpose the NIS2 Directive on measures for a high common level of cybersecurity, which aims to expand the sectors and companies to which cybersecurity regulations will apply. Spain and Portugal had until October 2024 to transpose the Directive; nevertheless, Spain’s Council of Ministers approved on 14 January the Draft Bill for transposition.

Additionally – as indicated in section 2 – also in terms of cybersecurity, Regulation EU 2022/2254, known as the Digital Operational Resilience Act (DORA), which was approved in December 2022, will start to apply from 17 January 2025. The regulation is configured as a key measure to improve operational resilience and cybersecurity in the financial sector, which involves creating a new risk management standard and imposing new controls and limits on technological contracting and the subcontracting of essential tasks with a technological component.

These are just a few of the regulations planned in the digital field for the coming year. However, as technology and digitalisation continue to advance, further regulatory developments in the digital field are expected in the coming months. In particular, we expect the EU to continue its efforts to create European data spaces, as well as advancing other European digital projects such as the European electronic identity (among others, the EU digital identity wallet). Work is also expected to continue on developing guidelines for the use of AI in Europe following the adoption of the AI Act, some of the rules of which will also begin to apply throughout 2025.

In summary, in 2025, companies operating in the EU will need to continue to adapt to comply with the numerous (and sometimes complex) digital regulations that will apply, as well as those that may be approved throughout the year. The European regulatory framework in the digital field is already a reality and is a sophisticated, complex regulation.

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13. Health and pharmaceutical

The Spanish Government has confirmed its intention to push forward the new Law regulating medicines and medical devices. Although its draft has not yet been formally published, it is known that a finalised text already exists and will start to be processed at the beginning of this year. This text will substantially change the regulatory landscape, especially in terms of pricing and financing of medicines and medical devices, changing, among other aspects, the reference pricing system and the bases for decisions on financing and pricing of innovative medicines. At the same time, other important developing regulations are being processed: the draft royal decree on health technology assessment was submitted to public consultation in September 2024, and in December, the preliminary consultation procedure for the long-awaited royal decree on financing and pricing of medicines began. We will need to wait for them to be approved and applied to decide whether they give this important process the transparency and legal certainty it needs.

In Europe, the process of reforming the EU pharmaceutical legislation continues, a process that formally began in 2023 after years of accumulated delays. The European Parliament published its position in April 2024, but the Council is not expected to decide until at least 2026. This ambitious package of reforms substantially affects, among other things, the system of incentives for innovation, through adjustments to the periods of regulatory data exclusivity, which has led to conflicting positions in the sector. Many investment strategies and decisions will depend on the stance ultimately adopted in this matter.

In another vein, we foresee that significant M&A activity will continue in the pharmaceutical and healthcare sector in general. As in 2024, investors have set their sights on production facilities and resources, especially if they involve cutting-edge or more sophisticated technologies such as biological drugs and advanced therapies, although production facilities for traditional small molecules or more mature medical and cosmetic products also continue to attract investor interest. Other assets in investors’ sights are therapeutic candidates in more advanced stages of development with good clinical results that still need liquidity to tackle the final phases of the regulatory approval process. The consolidation of the healthcare services sector also continues, especially in niche areas such as cosmetic surgery, dermatology, dentistry, and oncology, with a greater influx of private operators.

The sector’s digitisation is advancing at an unstoppable pace. AI has already revolutionised the biomedical research model and continues to expand its reach, being integrated not only into R&D activities but also into healthcare and management applications. This will continue to lead to transactions and strategic alliances and collaboration models among different operators (technology developers, research centres, medical service providers, and the industry developing medical products and technologies). Additionally, we expect the imminent deployment of various initiatives, both public and private, focused on sharing and using health data, which could radically change the way healthcare and research are managed. However, the gestation of these projects has been delayed much more than initially expected, and perhaps 2025 will be the year when we finally see all their potential materialise in practice.

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14. Securitisations

The deadline for responding to a consultation issued by the European Commission’s Directorate-General for Financial Stability, Financial Services and Capital Markets Union (FISMA) on the functioning of the EU rules on securitisation was 9 October 2024.

Indeed, the consultation refers to several of the main aspects of Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017, which establishes a general framework for securitisation and creates a specific framework for simple, transparent, and standardised securitisation, and which amends Directives 2009/65/EC, 2009/138/EC, and 2011/61/EU and Regulations (EC) No 1060/2009 and (EU) No 648/2012, whose modification could boost the securitisation market in Europe, which has shrunk by nearly 40% since the financial crisis of 2008–09. This is in stark contract with the US market, which had already recovered by 2021 and even surpassed pre-crisis volumes.

Among the issues the consultation addresses, and which could therefore be revisited in the coming months, we highlight the following:

• The possible modification of the definitions of securitisation (which requires a tranching of the credit risk inherent in the securitised portfolio) and sponsor (with a possible extension beyond financial entities, which are the only ones that can currently qualify as such and, therefore, assume the risk retention obligations along with originators and original lenders).
• The simplification of the due diligence requirements that investors must perform before investing in a securitisation and during the maintenance of their position.
• The flexibilisation of transparency obligations, with models that the market currently perceives as excessively rigid and not adapted to the different classes of assets that can be securitised, and with types of transactions for which it would be advisable to relax or even eliminate the transparency requirement (such as intragroup transactions).
• The potential reform of the framework for simple, transparent and standardised (STS) securitisations to increase how attractive they are and, in turn, encourage their use (they currently represent less than half of the volume).
• The creation of mechanisms or platforms to provide public guarantees or access to lower execution costs for transactions.
• The treatment of securitisations for the purposes of capital and liquidity requirements by credit institutions.

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15. Servicers

Directive (EU) 2021/2167 of the European Parliament and of the Council of 24 November 2021 on credit servicers and credit purchasers and amending Directives 2008/48/EC and 2014/17/EU (“Directive”) has two main objectives: on the one hand, the creation of a solid, stable and transparent framework for purchasers and, on the other, the consolidation and regulatory unification of servicers throughout the EU.

The Spanish Bill to transpose the Directive essentially incorporates these principles and appears to address various regulatory deficiencies and barriers in the market from the perspective of purchasers (among others, the minority interpretation that purchasers had to be registered with specific administrative registers).

Likewise, the Bill includes a legal framework for servicers in line with the principles set out in the Directive, allowing their cross-border operation within the community space with hardly any additional requirements (in line with the framework applicable, for example, to credit institutions). We note that the Bill makes use of the authorisation granted by the Directive to allow servicers to have the capacity to receive and hold funds from debtors on behalf of the purchaser (instead of acting as mere intermediaries for direct collection by the purchaser). The Bill proposes granting credit purchasers an absolute right of separation with respect to the funds received from debtors by the servicer, in the event of the latter’s insolvency, and clarifies that these activities of receiving and holding funds will not be subject to payment services regulations.

Although there was at some time uncertainty on the issue in the market, the Bill confirms that the supervision of servicers and, in general, of this market for the sale of non-performing loans originated by credit and financial institutions will be assigned to the Bank of Spain.

One of the Bill’s most controversial elements is the way in which it is proposing to transpose the principle that entities must establish debt renegotiation policies aimed at avoiding or delaying more drastic actions, such as claiming the entire credit in court. In the version of the Bill made public, this principle was expressed, among other ways, in lending entities’ obligation to offer borrowers in a vulnerable situation (before their credit is sold) the possibility of repaying the credit for an amount aligned with the price that the lending entities estimate they would obtain from that sale. For various reasons, this obligation would significantly hinder the structuring of NPL sale transactions and it appears that other alternatives are being considered (such as offering a payment plan to such debtors).

In summary, and especially if the requirements regarding the sale of non-performing loans to vulnerable borrowers are ultimately relaxed, the regulation that is approved following the processing of the Bill should consolidate the Spanish NPL sale market and provide it with the necessary security and flexibility to make it attractive to all types of investors, thus facilitating the cleaning up of the balance sheets of Spanish credit institutions.

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