Commercial Law practice developments and trends in Spain in 2026

As the year gets underway, we examine the key legislative developments and trends in Spain expected to shape commercial law practice in 2026. While several important initiatives are on the horizon, measures requiring parliamentary approval may face delays due to the challenges of securing a sufficient majority in the Congress of Deputies.

This newsletter is a translation of the Spanish original that was published on 22 January 2026.

1. Corporate and corporate governance

2. Financial regulation

3. Foreign investment control (FDI)

4. Sustainability and ESG

5. Securities markets

6. Restructurings and special situations

7. Energy

8. Real estate

9. Transport and mobility

10. Digital law, cybersecurity and artificial intelligence

11. Healthcare and life sciences

12. Securitisation

13. Defence and defence infrastructure

14. Sport

1. Corporate and corporate governance

1.1 Transparency for private limited companies

Measure 9.4 of the State Anti-Corruption Plan of 9 July 2025 anticipates a reform of the private limited company regime. The measures under discussion would (i) require all transfers of shares to be registered with the Commercial Registry; (ii) require the company's share register (libro registro de socios) to be filed electronically with the Commercial Registry annually; (iii) make share transfers effective against third parties only once they have been registered; and (iv) allow shares to be pledged by recording them in the Movable Property Registry.

Taken together, these measures would require legislative and regulatory changes. However, some elements (particularly the first) could potentially be introduced through a targeted amendment to the Commercial Registry Regulations.

1.2 EU legislative initiative: the «28th regime»

The «28th regime» initiative is currently underway as part of the European Commission's Competitiveness Compass. It aims to make it easier for innovative and fast-growing companies (start-ups and scale-ups) to operate across the EU, and to attract investment, by reducing divergence between Member States' corporate regimes by establishing a single set of rules.

On 11 December 2025, the European Parliament's Committee on Legal Affairs published a report proposing a new EU company form: the Unified European Company, or Societas Europaea Unificata (S.EU), which would be available to unlisted national limited liability companies on an optional basis. Proposed features include fully digital incorporation and registration within 48 hours; a minimum capital of €1 backed by alternative creditor-protection mechanisms; a unified digital identity; and enable companies to relocate their registered office to another Member State without dissolution or reincorporation.

The European Commission is expected to present a draft regulation within the first three months of 2026. If the initiative is approved, its implications will extend beyond company law to areas such as insolvency, employment and tax.

1.3 Transposition of Directive (EU) 2024/2810 on multiple-vote share structures

The deadline to transpose Directive (EU) 2024/2810 on multiple-vote share structures is 5 December 2026. The directive will allow companies whose shares are not yet traded on a regulated market or an MTF to introduce a multiple-vote share structure when seeking admission to trading on an SME growth market. This would enable the founders of small and medium-sized enterprises to retain – or strengthen – control despite an IPO.

The Directive is based on minimum harmonisation, giving Member States discretion, for instance, over whether to extend the option beyond the companies covered by the Directive and which restrictions and safeguards to impose.

1.4 Directive (EU) 2025/25 on digital tools and processes in company law

Although the transposition deadline is 31 July 2027, preparatory work may begin in 2026. Directive (EU) 2025/25 on digital tools and processes in company law represents another step towards digitalising company-law tools and processes in the EU. Key developments include: (i) extending the «once-only» principle to the cross-border incorporation of subsidiaries and branches; (ii) creating an EU company certificate to be issued by national commercial registries to confirm a company's existence and the accuracy of the corporate information included in the certificate for use in different contexts; (iii) removing legalisation or apostille requirements for certified copies of documents obtained from national commercial registries; (iv) creating an EU digital power of representation for specific cross-border procedures (e.g. incorporations and structural changes); and (v) extending certain registry disclosure requirements to commercial partnerships.

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2. Financial regulation

2.1 New payment services legislation

In late November 2025, the European Parliament and the Council reached a provisional agreement on the new PSR and PSD3, and the final texts are expected to be published in early 2026. Although a transitional period of 18 to 24 months is expected, the EU will be a step closer to a major overhaul of the regulatory framework for payment services.

The new rules significantly strengthen user protection. In particular, payment service providers will be required to reimburse customers for losses where they have not put in place appropriate fraud-prevention mechanisms —which includes mandatory verification of the payee's identity— and full transparency on all fees before a payment will be made. Access to cash in rural areas will also improve, as customers will be able to withdraw between €100 and €150 in shops without having to make a purchase. In addition, the package is intended to promote competition by lowering barriers for open banking services and to streamline authorisation by bringing payment institutions and electronic money institutions under a single licence.

2.2 Savings and Investments Union

On 4 December 2025, the European Commission announced an ambitious package of proposals aimed at strengthening the integration of the EU's financial markets. The legislative package, which forms part of the SIU strategy, is intended to create a more integrated, efficient and competitive European financial system by encouraging retail investment and improving access to finance for European companies through harmonisation and regulatory simplification. The most notable proposals of SIU include an expansion of ESMA's supervisory powers to cover trading venues, central counterparties, central securities depositories and crypto-asset service providers, as well as measures to facilitate cross-border fund marketing. This includes an automatic passport for authorisation of UCITS and AIFs, a passport for European depositaries, and a reduction in the regulatory burden for «European groups» of AIFMs and ManCos.

The package, which includes proposals for a directive and a regulation amending, among others, the UCITS, AIFMD, and MiFID II directives, is now subject to negotiation and approval by the European Parliament and the Council of the EU. As the legislative process is envisaged to continue throughout the year, we do not expect it to be adopted until 2027.

2.3 Retail Investment Strategy

The European Parliament and the Council of the EU reached an agreement on the RIS at the end of 2025. This initiative aims to boost retail investment and make European financial markets more competitive. The final text is expected in early 2026, taking the form of an omnibus directive that will amend the MiFID II, Solvency II, UCITS, and AIFMD directives, as well as the Regulation on key information documents for packaged retail and insurance-based investment products (PRIIPs).

According to the Council of the EU press release, the main elements of the agreement include tighter rules on inducements and stronger product-governance requirements under the «value-for-money» principle. This principle intends to ensure that the costs and charges associated with a financial product are justified and proportionate, and to prevent products that do not meet these criteria from being distributed. In line with the SIU, the regulatory framework has been simplified to support the competitiveness of European financial institutions. This includes the relaxation of thresholds for opt-in professional clients and streamlined suitability and appropriateness assessment obligations for diversified, non-complex products. The agreement also includes notable developments regarding advertising financial products and promoting financial education.

2.4 Transposition of CRD VI

CRD VI came into force on 10 January 2026, but is yet to be transposed into Spanish law. It introduces several developments related to supervision, third-country entities, and ESG risks. Notably, it strengthens the framework for authorisations and supervisory notifications.

Significant transfers of assets and liabilities by sale or other transaction (articles 27 septies to 27 octies) now require prior notification, and the European Central Bank's authorisation will be required for (i) the acquisition and disposal of qualifying holdings in entities other than credit institutions (articles 27 bis to 27 sexies) and (ii) mergers and spin-offs (articles 27 nonies to 27 terdecies). As regards this latter new authorisation requirement, it remains to be seen how it will be transposed in Spain alongside the existing authorisation required under additional provision twelve of Law 10/2014 on the regulation, supervision and solvency of credit institutions which refers to structural changes to credit institutions.

2.5 Bank resolution: reform of the EU crisis management and deposit guarantee framework (CMDI)

Following the political agreement reached on 5 November 2025 between the Council and the European Parliament to strengthen the banking crisis management and deposit guarantee framework (CMDI), the draft reforms to the Bank Recovery and Resolution Directive (BRRD), the Deposit Guarantee Scheme Directive (DGSD) and the Single Resolution Mechanism Regulation (SRMR) were published.

The reform intends to (i) improve the bank resolution process by making it easier for banks in difficulty —particularly small and medium-sized banks— to access national resolution funds and, in the banking union, the Single Resolution Fund (SRF), to finance both their resolution and any potential market exit; (ii) clarify the public-interest assessment, prioritising resolution over liquidation where this better serves financial stability and depositor protection; and (iii) amend the creditor hierarchy in insolvency, introducing a general preference for deposits over ordinary unsecured claims (with limited exceptions), while maintaining the current preference for deposits covered by deposit guarantee schemes in the first tier and adding a second tier for uncovered deposits of households and SME depositors.

The legislative proposals resulting from this CMDI review are expected to be adopted in 2026 through the ordinary legislative procedure. The European Parliament is expected to decide on the matter on 27 April 2026. Once adopted, the reforms to the BRRD and the DGSD will need to be transposed into Spanish law.

2.6 Omnibus packages (Omnibus I)

The Omnibus I package, announced by the European Commission on 26 February 2025 in response to political calls to reduce regulatory complexity and make the EU more competitive, is the first set of omnibus amendments aimed at simplifying EU legislation. In the financial sector, Omnibus I proposes, among others, making sustainability reporting more accessible and less burdensome for companies and institutions by, for example, simplifying the calculation of the Green Asset Ratio (GAR).

On 16 December 2025 the European Parliament approved the Omnibus I package.

2.7 Transposition of the new Consumer Credit Directive

The deadline to transpose Directive (EU) 2023/2225 of 18 October 2023 on credit agreements for consumers  and repealing Directive 2008/48/EC was 20 November 2025. However, Spain has now begun the transposition process following the approval of a preliminary Consumer Credit Agreements Bill (only available in Spanish) and its implementing Draft Royal Decree (only available in Spanish).

The Bill introduces interest rate caps for consumer credit (the Directive delegates this responsibility to Member States). These caps are set as margins over a reference annual percentage rate (APR) in the Draft Royal Decree and may be adjusted by ministerial order at a later date:

• Amounts of €1,500 or less: 15 percentage points.
• Amounts above €1,500 and below €6,000: 10 percentage points.
• Amounts above €6,000, with a maturity of eight years or less (or open-ended, or renewable for up to one year): 8 percentage points.
• Amounts above €6,000, with a maturity longer than eight years: 6 percentage points.

The reference APR will be the weighted average APR for consumer credit with a fixed or non-renewable term, excluding arranged overdraft facilities and tacitly accepted overdrafts (i.e. credit overruns). Within a maximum of one year from the implementing royal decree's entry into force, the Bank of Spain is empowered to set the reporting templates and the method for calculating the average consumer credit rate by issuing a circular to this effect.

Until the implementing rules take effect, the maximum interest-rate cap will be set at 22 percentage points. The same cap will apply to interest calculations under open-ended contracts carried out after the rules come into force.

Regarding information requirements, lenders must have protocols in place to determine for which credit products or thresholds pre-contractual information must be provided to consumers at least 24 hours in advance. If this deadline is not met, lenders must inform consumers that they have the right of withdrawal. Consumers will also have the right to request a binding offer, containing the same information as the standard European pre-contractual information sheet.

With regard to insurance, the preliminary Bill strengthens transparency obligations for bundled sales and allows the tied sale of insurance for the purpose of securing repayment of the credit or the value of the collateral. This is contingent upon the consumer being able to obtain equivalent cover from an insurer other than the one marketed by the lender. In both cases, consumers must be given at least three days to consider and compare the offered insurance with alternatives. Where single-premium or multi-year-premium life or payment-protection insurance is offered, annual-premium policies with equivalent cover must also be accepted.

The package also introduces changes in other areas, including: overdrafts (with caps on total costs and periodic information duties, as well as the consumer's right to withdraw consent); linked credit agreements (including suspension of credit payments at the consumer's request in the event of a liability claim against the lender, as well as settlements if the loan or the sale contract is void); acceleration (with a 30-day cure period to be granted); default interest (set at the contractual interest rate plus three points); and credit assignments (with the consumer to be informed of an assignment unless the original lender continues to service the credit).

The preliminary Bill also sets out a regime for granting and intermediating credit, which is subject to authorisation, registration and supervision by the Bank of Spain (while still allowing for the occasional, one-off loan between individuals). The definition of credit intermediation is updated to include firms that provide intermediation services as an ancillary activity alongside selling their own products.

It introduces a new category of authorised high-cost lenders, which must be recorded in a special register before they can begin operating (if they meet the necessary requirements). These lenders may grant «high-cost credit», subject to a specific cost cap that sets a maximum monthly interest rate and a pre-set arrangement fee. Before entering into an agreement, lenders must provide a binding offer at least 24 hours in advance, along with a High-Cost Credit Information Sheet (FICAC).

It also creates limited-activity financial credit establishments (EFCAL), which are restricted to offering mortgage loans (including those regulated by Law 5/2019 of 15 March on real estate credit agreements) and unsecured loans. While EFCALs will require authorisation from and will be supervised by the Bank of Spain, they will not be subject to the same prudential requirements as financial credit establishments.

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3. Foreign investment control (FDI)

Although there were no national legislative developments regarding foreign investment control in 2025, significant progress has been made at the EU level on the new proposal for a regulation on foreign investment screening.

The terms of the political agreement reached by the Council and the European Parliament in mid-December have not yet been published. Some details have nevertheless emerged that suggest that there will be significant changes to screening mechanisms in all EU Member States.

The Regulation is expected to be approved in the first half of 2026, once the Council and the European Parliament formally adopt it by vote. Although it will take a further 18 months to enter into force, Member States will likely need to adopt new rules —or amend existing ones— beforehand to align their national screening mechanisms with the new EU standards.

In particular, the procedure will need to be amended to introduce a two-stage process and the power to investigate closed transactions. There are also likely to be changes to the sectors subject to review. Likewise, new interpretative criteria regarding whether a given transaction falls within its scope may be published.

The authorities will also have to decide whether to extend the screening regime for investors from the European Union and the European Free Trade Association again, as it is currently in force until 31 December 2026. Although this mechanism was intended to be temporary, it has already been extended several times.

The Spanish FDI screening regime, which has been in place in Spain since 2020, has become well established over the past five years. It is particularly relevant in M&A —including direct and indirect acquisitions and disposals of Spanish companies and assets, issuance of equity and debt instruments, restructurings, and financings. As it directly affects the signing-to-closing timetable, carrying out the analysis early is essential to assess its potential impact on the transaction documents.

Separately, in January 2025 the European Commission published a recommendation calling on Member States to review their outbound investments in AI, quantum computing and semiconductors. Member States are expected to provide a comprehensive report on the risks of these technologies being leaked by June 2026, with a view to determining the most appropriate regulatory instrument to prevent such leaks.

The following are some of our recent publications on the subject:

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4. Sustainability and ESG

4.1 Regulatory simplification: Omnibus I amends the CSRD and CS3D Directives

Following the expected formal approval by the European Parliament and the Council, the Omnibus I package —amending Directive (EU) 2022/2464 on corporate sustainability reporting (CSRD) and Directive (EU) 2024/1760 on corporate sustainability due diligence (CS3D) (only available in Spanish)— is expected to enter into force in early 2026, 20 days after its publication in the Official Journal of the European Union (which has not yet happened). Member States will then have twelve months from the publication to transpose the package.

The amendments narrow the scope of both reporting and due diligence, while providing greater legal certainty and clearer timelines to help companies plan their sustainability strategies (see sections 4.2 and 4.3 for more detail).

As Spain has not yet transposed either directive, it is expected that it will do so, incorporating the changes introduced by the Omnibus I package.

4.2 Sustainability reporting (CSRD)

The key aspects of the amendments proposed to the CSRD through the Omnibus I package include: (i) reducing the scope of the CSRD by raising the thresholds for in-scope companies to net turnover of €450 million and 1,000 employees; (ii) introducing a voluntary regime for companies outside the CSRD's scope;
(iii) limiting the information that in-scope companies may request from companies in their value chain; (iv) limiting the scope of verification of the information; and (v) introducing a review clause to assess the use of voluntary standards by 30 April 2029, with the potential to extend the scope of the CSRD by 30 April 2031, taking into account practical experience and the principle of proportionality.

In early December 2025, the European Financial Reporting Advisory Group (EFRAG) presented a proposal to simplify the European Sustainability Reporting Standards (ESRS), which the European Commission is expected to adopt by delegated act by mid-2026.

As regards sustainability reporting in 2026, «first-wave» companies preparing their second CSRD reports in 2026 (for financial year 2025) will benefit from the joint statement published by Spain's Securities Market Commission (CNMV) and the Council of the Institute of Certified Public Accountants (ICAC) in November 2025 (only available in Spanish). The statement recommends that «first-wave» entities publish their non-financial information statements (EINF) taking into account the ESRS and relying on the new EU transitional framework (the "Quick Fix" Delegated Regulation), which exempts them from providing additional information compared with the 2024 report. As regards the other entities subject to Law 11/2018 (i.e. «second-wave» companies), the joint statement recommends that they assess whether they should be applying the ESRS or the voluntary standards for SMEs proposed under the Omnibus I package when preparing their EINF for financial year 2025.

4.3 Due diligence (CS3D)

Directive (EU) 2024/1760 of the European Parliament and of the Council on corporate sustainability due diligence (CS3D) is being reviewed as part of the Omnibus I package. The aim is to simplify the rules and reduce administrative burdens for companies. The main proposed changes include: (i) narrowing the scope by raising the net-turnover and headcount thresholds, and postponing both transposition and application, with companies' obligations applying from July 2029; (ii) simplifying the process for identifying and assessing adverse impacts, particularly with regard to business partners; (iii) removing the harmonised civil liability regime for damage caused to third parties as a result of breaches of CS3D, leaving this to Member States' national laws; and
(iv) removing the obligation to establish a climate transition plan.

4.4 European green bonds

The Regulation on European green bonds —which establishes a common, binding framework for EU and non-EU issuers that wish to use the designations «European green bond» or «EuGB» for bonds they issue and make available to investors in the EU— has been directly applicable since 21 December 2024 (with the exception of some provisions).

The transitional period to facilitate the provision of services by external reviewers will expire on 2 June 2026. From that date, the European Securities and Markets Authority (ESMA) will be responsible for registering and supervising external reviewers in the EU.

The Regulation includes a framework for third-country external reviewers that will apply from 21 June 2026, providing for (i) equivalence assessments by the European Commission, (ii) recognition by ESMA or (iii) ESMA authorisation of a validation by an external reviewer registered in the EU.

The Regulation also requires the European Commission to publish, by 21 December 2026, a report on whether sustainability-linked bonds should be regulated and present a legislative proposal where appropriate.

In addition, a delegated regulation and an implementing regulation setting out regulatory technical standards will enter into force in January 2026. These standards will specify (i) the conditions for registering external reviewers, the criteria for assessing their sound and prudent management, the suitability of their staff's knowledge, experience and training, and the conditions under which external reviewers may outsource assessment activities; and (ii) the standard forms, templates and procedures for submitting the information required in an application for registration as an external reviewer of European green bonds.

4.5 Greenwashing

Companies' environmental claims are subject to increasingly rigorous scrutiny. The Greenwashing Directive, which has yet to be transposed into Spanish law, imposes tighter restrictions on the use of such claims, limiting generic statements and future commitments that are not backed by credible evidence. Although there remains some regulatory uncertainty at the EU level due to the lack of progress on the proposal for a directive on explicit environmental claims (the Green Claims Directive), the trend towards greater oversight of such claims is clear.

In this context, environmental organisations have made more complaints to the relevant consumer protection authorities, challenging environmental claims they consider misleading and calling for sanctions to be imposed. As a result, civil litigation and consumer administrative proceedings relating to greenwashing and socialwashing are not expected to decrease in 2026.

In addition, official data from the Advisory Council for the Environment of the Ministry for the Ecological Transition and the Demographic Challenge show an increase in the number of environmental liability proceedings brought against private operators by environmental organisations and individuals under Law 26/2007 of 23 October on environmental liability. In connection with this trend, it is worth paying attention to emerging areas of regulatory focus such as PFAS, persistent waste from the chemical and cosmetics industries and microplastics.

4.6 ESG Ratings Regulation

The ESG Ratings Regulation —which governs the status of ESG ratings providers operating in the EU— entered into force on 1 January 2025 and will apply from 2 July 2026.

By 2 April 2026 at the latest, Member States must designate their competent authority for the purposes of the ESG Ratings Regulation.

ESG ratings providers that were operating in the EU when the Regulation entered into force must notify ESMA —by 2 November 2026 at the latest (for small ESG ratings providers) or 2 August 2026 (for all other providers)— if they wish to continue operating. They must also apply for authorisation or recognition as an ESG ratings provider. For third-country ESG ratings providers, the Regulation sets out three possible regimes: (i) equivalence assessments (by the Commission); (ii) recognition (by ESMA); or (iii) ESMA authorisation of a validation, which must be requested by an EU-authorised ESG ratings provider within the same group.

4.7 EU Deforestation Regulation

In December 2025, Regulation (EU) 2025/2650 was published and entered into force, amending the EU Deforestation Regulation (EUDR) to simplify its application, ensure that operators, traders and authorities are adequately prepared, and preserving the EUDR's objective of preventing deforestation and forest degradation linked to products placed on the EU market.

The amendment streamlines due diligence requirements and defers the Regulation's application to all operators until 30 December 2026, with micro-enterprises and small operators being granted an additional six months (until 30 June 2027). This gives companies trading in cocoa, coffee, oil palm, rubber, soya, wood and cattle products an extra year to adapt their processes to the EU framework and upgrade the IT systems needed to implement the rules and manage the required electronic due diligence statements. The changes also reduce administrative burdens, and by simplifying due diligence and traceability requirements and by excluding certain printed products (such as books, newspapers and printed images) from the regulation's scope. This avoids placing unnecessary burdens on lower-impact sectors.

4.8 EU taxonomy

Following their publication in the Official Journal of the European Union on 8 January 2026, the amendments to the existing taxonomy delegated acts will enter into force at the end of January and will apply from 1 January 2026. For reports published in 2026 (covering financial year 2025), reporting companies may, as a transitional option, apply either the amended disclosure rules or the version that applied until 31 December 2025. Further amendments to the technical screening criteria under the climate and environmental taxonomy delegated acts are expected during 2026.

The following is one of our recent publications on the subject (only available in Spanish):

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5. Securities markets

As at the end of 2025, the royal decree amending Royal Decree 1066/2007 (only available in Spanish) to extend its application to companies whose shares are traded on Spanish multilateral trading facilities (MTFs) had not yet been approved. The draft royal decree was released for public consultation on 8 January 2025. This significant reform is expected to be approved and to enter into force in 2026.

In addition, in late December 2025 the Ministry of Economy, Trade and Enterprise initiated the legislative process to regulate the savings and investment accounts in Spain. The key issues relating to their design and structure were submitted for public consultation (only available in Spanish) until 30 January 2026. This product aims to stimulate retail investment in the securities markets, and it is based on the European Commission's recommendation of 30 September 2025, the measure proposed by the OECD and the BME White Paper (only available in Spanish) on reforms to make Spain's capital markets more competitive.

Finally, Spain will need to transpose in 2026 the directives included in the legislative package known as the EU Listing Act, which was published at the end of 2024.

In 2025, the CNMV and BME announced the launch of BME Easy Access, a new technical listing model with no minimum free-float requirement. In November 2025, the CNMV began reviewing the Good Governance Code for Listed Companies by setting up an expert group to advise on reforms of the Code to reflect developments since its last update in 2020. In December 2025, the CNMV also launched a plan to simplify its supervisory activity. This plan aimed to reduce reporting obligations for supervised entities, avoid duplication and streamline procedures.

Meanwhile, also in December 2025, the European Commission put forward a legislative proposal to strengthen the integration of EU capital markets by expanding ESMA's supervisory powers. The EU regulatory framework on crypto-assets continued to take shape in 2025 and significant progress was also made on the pilot regime for market infrastructures based on distributed ledger technology (DLT).

In terms of transactions, there was a limited number of IPOs on the equity markets in 2025 (HBX Group plc and Cirsa Enterprises, S.A.). However, there was increased activity in the accelerated placement of new shares —both primary placements (Iberdrola, S.A. and Promotora de Informaciones, S.A.) and secondary placements (three blocks of shares in Naturgy Energy Group, S.A. and additional blocks of shares in Sacyr, S.A., Global Dominion Access, S.A. and Grenergy Renovables, S.A.). Several public takeover bids were also announced, while others launched in the previous year were completed. There were also several new share listings and takeover bids on Spanish MTFs during the year. In debt capital markets, new issuance remained healthy among both financial and non-financial issuers. Further IPOs are expected in Spain in 2026 —including the first under BME Easy Access— and the flow of public takeover bids and debt capital markets transactions is expected to continue.

5.1 Transposition of the directives included in the EU Listing Act

The EU Listing Act was published on 14 November 2024. It introduced measures designed to make it easier for companies to access EU capital markets by reducing the requirements for admission to trading and for remaining listed. These measures were implemented through Regulation (EU) 2024/2809, Directive (EU) 2024/2811, and Directive (EU) 2024/2810.

Some of the measures —such as those relating to prospectus exemptions for the issuance or admission to trading of securities on regulated markets, or exceptions to the prohibition on persons discharging managerial responsibilities from dealing during closed periods— have applied since the EU Listing Act was approved in 2024. Others will start to take effect in 2026.

As regards prospectus rules, the following measures will apply from 5 June 2026: raising the maximum amount below which it is possible to rely on the exemption from publishing a prospectus in public offers and issuances to €12 million; limiting the prospectus to 300 pages; replacing the simplified prospectus with the EU Follow-on Prospectus; and reducing the disclosure requirements for the EU Growth Prospectus.

In the context of market abuse, the clarification introduced by the EU Listing Act will apply from 5 June 2026. Under this Act, the obligation to disclose inside information does not extend to intermediate steps in a protracted process. On 15 December 2025, the European Commission published the delegated regulation that will develop Regulation (EU) 596/2014 on market abuse in this area for public consultation. As a result, if an issuer has validly delayed disclosure of inside information in accordance with the applicable rules, they will not be required to make that information public until the relevant process has ended.

In addition, by 5 June 2026 at the latest, Member States must transpose rules to reduce the minimum free-float requirement for shares to be admitted to trading on regulated markets from 25% to 10% (as established in Spain under article 66 of Royal Decree 814/2023 of 8 November on financial instruments, admission to trading, the registration of transferable securities and market infrastructures). See section 5.2 on BME Easy Access for further information.

Whether Spain will use the option provided by the EU Listing Act to increase the annual threshold —from the current €20,000 to €50,000— below which persons discharging managerial responsibilities and their closely associated persons are not required to notify transactions in the issuer's financial instruments remains to be seen. This increase would require amending article 230 of Securities Markets and Investment Services Law 6/2023 of 17 March.

Finally, by 5 December 2026 at the latest, Member States must have transposed the provisions harmonising the rules on multiple voting share structures for companies seeking admission to trading on SME growth markets. This will allow founders and strategic shareholders to retain control while attracting investment from third parties.

5.2 Launch of BME Easy Access

In May 2025, the CNMV and BME presented BME Easy Access, a new route to going public that makes the system more flexible in order to facilitate companies' access to the regulated market. Spain was the first country to implement this system, in line with recommendations by the OECD and the BME White Paper on reforms to make Spain's capital markets more competitive.

This route reverses the traditional sequence, allowing shares to be admitted to trading without first meeting a minimum free-float requirement. Companies valued at more than €500 million can register a prospectus and have their shares admitted to trading. They then have up to 18 months to reach the required free float of 25% (a figure that the CNMV may waive), which will subsequently fall to 10%, as explained in the previous section.

During this period, trading in shares will be limited to professional investors through block trades until the required free float is reached. Once this threshold has been met, the shares will start trading on the Continuous Market (Mercado Continuo), through the Stock Exchange Interconnection System (SIBE).

If the required free float has not been achieved after 18 months, the CNMV will review the situation and may extend the deadline, deem the requirement met based on the free float achieved or initiate an ex officio delisting if there is no free float (otherwise a delisting takeover bid may be required).

In July 2025, BME published the rules (only available in Spanish) introducing the changes needed to launch BME Easy Access.

5.3 ESMA's growing role in supervision of the European capital markets

As mentioned in section 2.2, the European Commission's proposal under the SIU initiative involves transferring some supervisory powers, currently exercised by national authorities such as the CNMV, to ESMA.

Under the proposal, ESMA would directly supervise entities whose activities are considered significant for the EU economy or the EU's financial stability. This could affect certain trading venues and central securities depositories, as well as other entities that meet certain size, activity or interconnectedness thresholds.

The proposal also suggests that ESMA will be responsible for authorising and supervising crypto-asset service providers (CASPs), while national supervisors will continue to be responsible for entities whose main activity is not the issuance or trading of crypto-assets.

Finally, the proposal would empower ESMA to produce annual analyses of the European capital markets to identify deficient or surplus supervisory practices that hinder the development of the EU capital markets union.

5.4 Developments in crypto-asset regulation

Regulation (EU) 2023/1114 on markets in crypto-assets (MiCA) has, in general, applied since 30 December 2024, subject to certain exceptions.

A notable feature is the transitional regime for crypto-asset service providers (CASPs) who were operating in accordance with the applicable law before 30 December 2024. In Spain, these providers could continue operating until 30 December 2025, or until the date on which their authorisation was granted or refused under MiCA, whichever is sooner. From this date onwards, CASPs without a MiCA authorisation must cease operating, as ESMA stated in December 2025. During 2025, the CNMV authorised Openbank, BBVA, Cecabank, Bit2Me and Renta 4 to operate as a CASP.

In addition, MiCA's rules on the issuance, public offer and admission to trading of e-money tokens (EMTs) and asset-referenced tokens (ARTs) have applied in effect since 30 June 2024. In January 2025, ESMA published a statement reminding CASPs that they should only allow the trading in crypto-assets that meet the characteristics of EMTs and ARTs if the relevant issuer holds the corresponding MiCA authorisation.

The CNMV has published additional material on MiCA, which is available here (only available in Spanish). This also provides access to ESMA's register of CASPs and issuers of EMTs and ARTs authorised under MiCA, together with other relevant documents.

5.5 Developments in the DLT pilot regime for market infrastructures

On 25 June 2025, ESMA published its report on the functioning of the pilot regime for market infrastructures based on distributed ledger technology (DLT) under Regulation (EU) 2022/858. While take-up of the DLT pilot regime remains limited —with only three infrastructures authorised to date and limited live trading activity— the report concludes that the regime has sparked experimentation with DLT-based models. The report also points out that the current thresholds in Regulation (EU) 2022/858 restrict wider participation and identifies technical and scalability constraints in the existing models.

In Spain, Securitize Europe Brokerage and Markets was the sole DLT trading and settlement system authorised under the European pilot regime at the end of 2025, and Ursus-3 Capital was the only entity responsible for the entry and registration of securities represented through DLT. Bit2Me STX has obtained authorisation as a securities firm (securities agency), but still requires technical authorisation under the pilot regime in order to operate with tokenised securities.

The project summarised in section 5.3 also includes a proposal to consolidate Regulation (EU) 2022/858 by removing its transitional nature, and to raise the applicable thresholds to allow experimentation on a larger scale.

The following are some of our recent publications on the subject:

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6. Restructurings and special situations

The following are some of the issues that were particularly relevant for the sector in 2025:

• The insolvency treatment of claims arising from participating loans was the subject of intense academic debate in 2025. This long-standing debate, which is now considered classic, led the provincial courts of Madrid and Barcelona to reach opposing conclusions. While the court in Barcelona ruled that participating loans must always be classified as subordinated claims, the court in Madrid ruled that they would only be subordinated as such if this was expressly agreed in the loan agreement.
• During the first two years after the reform came into force, it was unthinkable that a restructuring plan would be rejected because the debtor had not adequately demonstrated the viability of their business, since the decision was based on the restructuring expert's assessment. However, in 2025, the first court rulings were handed down refusing to confirm restructuring plans on the basis that there was no plausible justification for business viability. This has coincided with increasingly robust judicial scrutiny by an increasing number of courts, aimed at preventing opportunistic or manifestly erroneous conduct. Nevertheless, the principle of minimal intervention continues to prevail.
• Decisions endorsing changes in the ownership structure of restructured companies have continued to be issued, thereby consolidating the validity of an innovative mechanism that overturns many of the conceptual frameworks previously applied. Nonetheless, plans agreed with the debtor and their shareholders remain prevalent, and shareholder cram-down is still confined to situations of entrenched opposition that cannot be resolved through negotiation.
• Further clarification has been provided on the scope of the exception to the absolute priority rule, as well as on the distinction from adjacent concepts such as «gifting». The latter essentially rests on the principle that each creditor is free to dispose of their claims and may therefore transfer them to another class – even a junior, out-of-the-money class – without difficulty. Several decisions have endorsed this mechanism in the context of restructuring plans approved based on this type of inter-class concession.

The following are some of our recent publications on the subject:

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7. Energy

In 2025, price cannibalisation issues for renewable technologies – particularly solar PV – intensified, with a large number of hours in the day-ahead market clearing at zero or negative prices. All signs point to this situation persisting and even worsening in 2026 as new projects come into operation, which will have significant implications for the sector.

Taking those price cannibalisation dynamics and the forward electricity price curves into account, we expect the renewables M&A market in 2026 to be similar to that of 2025: a buyer's market, with difficulties in aligning price expectations, long and complex negotiations, and a clear preference for avoiding development and construction risk. The most interesting assets are hybrid assets (or assets with advanced hybridisation) and those backed by strong PPAs. Storage assets – whether integrated through hybridisation or structured as standalone assets – are likely to be the most sought after in this context. We also expect developers and smaller producers under pressure from the pricing environment to seek financial partners to provide the necessary capital to overcome current difficulties and develop and build their pipeline projects. Otherwise, distressed transactions may become more common.

Given the sharp increase in supply, which has not been matched by a corresponding increase in demand and has resulted in a fall in forward prices, we anticipate – consistent with recent months – lower activity in the PPA market (especially for solar). This is likely to remain favourable to offtakers. For the same reasons, we expect to evolve towards greater flexibility and diversification in contractual structures, including short-term PPAs, PPAs structured around self-consumption (which can support higher prices through savings on network charges) and PPAs that combine different technologies.

Forward price curves and the difficulty of securing attractive PPAs are also likely to affect the bankability of projects, which will be subject to greater scrutiny from potential lenders. This scenario may increase the role of alternative financiers, financing structures and offtake arrangements compared with traditional long-term bank project finance based on a fixed-price PPA, enabling sponsors to maximise project returns. We also anticipate the start of restructurings of project financing agreements that we finalised in a more favourable pricing context, as well as those involving indebted developers or smaller producers experiencing financial difficulty.

As we saw in 2025, we expect a continued consolidation and an increase in transactions involving biogas and biomethane installations. These are taking the lead over green hydrogen in the renewable gases space given their greater competitiveness and compatibility with existing gas infrastructure. As these projects tend to be smaller in size, we anticipate that strategies will focus on developing large portfolios to optimise operating costs and financing structures.

Debates within the sector will continue to revolve around limited capacity in the electricity network, which remains the main obstacle to developing new high-consumption projects such as data centres. Alongside measures to maximise and allocate available capacity more efficiently, generators and consumers alike are calling for a substantial increase in the number of access-capacity auctions. Those held to date have clearly been insufficient to meet market demand. We expect high-consumption projects to continue implementing self-consumption arrangements with generators, structured through connections to existing generation points in order to work around the shortage of access capacity, particularly the lack of available connection points.

In this context, 2026 is again shaping up to be a pivotal year for electricity networks from a regulatory standpoint, with the sector remaining at the centre of energy and industrial policy debates. The new transmission network plan aimed at meeting the NECP targets and with a target date of 2030 is expected to be approved in 2026. This is expected to result in a significant increase in transmission network investment, enabling new high-demand projects – such as data centres and Power-to-X projects – to be realised, and helping to alleviate the current price cannibalisation affecting the system. In conjunction with the transmission plan, the Royal Decree on network investment plans is expected to be approved, which aims to provide greater visibility and flexibility for the development of electricity infrastructure and facilitate the implementation of critical energy transition actions. In addition, the CNMC's recent approval of the remuneration circulars for electricity transmission and distribution has sparked intense debate in the sector, pointing to a potential litigation scenario. At the EU level, this framework is complemented by the EU Grids Package, a European Commission initiative that places electricity network development at the heart of the energy transition, focusing on accelerating investment, bringing planning forward and reducing regulatory bottlenecks to facilitate the integration of renewables, storage and new high-demand projects.

The long-awaited establishment of capacity markets could materialise in the coming months, pending the European Commission's approval. If approved, they could support the financial viability of new storage facilities and other firm generation technologies (such as combined-cycle gas plants), although the sector has serious doubts about the mechanism proposed.

Finally, REE's more intensive operation of the electricity system will remain a critical issue, particularly as regards the cost of balancing services. This is expected to remain a subject of debate in 2026 due to its impact on consumers' bills and, in turn, industrial competitiveness. In this context, significant steps have been taken to revise the Operating Procedures (OP), including enabling renewable technologies to participate in the voltage-control service. It remains to be seen whether further related regulatory measures will be adopted, such as the proposal to fund these costs through network charges.

2026 is also a key year for the gas sector, as the new remuneration framework for regulated activities for the period 2027-2032 must be approved before October. In this regard, companies in the sector have already warned of the repercussions that the (foreseeable) cut in remuneration would have and have called for a change in the calculation methodology. Once the new remuneration framework is approved and, therefore, there is visibility on short and medium-term revenues, it is expected that M&A operations affecting gas distributors will be launched.

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8. Real estate

Real estate activity remained strong in 2025 and is expected to continue in 2026. The living sector is again expected to take centre stage as the main focus for investors, followed by the hotel sector. Alongside these markets, the retail and offices sectors, as well as the industrial and logistics segment, are showing a gradual recovery, supported by greater stock availability. Madrid and Barcelona continue to account for the majority of the investment. Secondary locations have also retained a significant share – consistent with recent years – with the Valencian Community and the Canary Islands being particularly prominent.

At the national level, the parliamentary process for the bill to regulate temporary leases and room rentals went ahead in 2025. At the end of the year, the bill was still before Parliament and was still awaiting final approval, although the prospect of this happening in its current form is uncertain given the current parliamentary balance of power. The bill aims to align the regime for temporary housing leases with that for permanent ones, excluding the former from the category of leases for non-residential use and, in particular, making them subject to the rent limits applicable in areas with a stressed residential market, together with stricter requirements to justify and evidence the limited duration of the lease. The initiative also proposes specific restrictions on the lease term, renewals, early termination and deposits, and allows for regional legislation to take precedence in this area.

In Catalonia, Law 11/2025 of 29 December on measures relating to housing and urban planning (only available in Spanish) was enacted at the end of 2025, following the ratification and conversion into law of Decree-law 2/2025 of 25 February on urgent measures on housing and urban planning (only available in Spanish). This legislation introduces a specific legal framework for temporary housing leases and room rentals, which previously had no legal framework under Catalan law. The law establishes the principle that any lease intended to address a housing need is considered a permanent housing lease, regardless of the agreed length of the lease. The only exception is for leases intended for strictly recreational, holiday or leisure purposes, which must be expressly stated and evidenced. As a result, temporary leases entered into for professional, employment, academic or medical reasons, or due to provisional circumstances – as well as those whose limited duration is not evidenced – are subject to the housing lease regime. This includes the rules on lease terms, renewals and rent setting and limits under the Urban Leases Act (Ley de Arrendamientos Urbanos). Similarly, Law 11/2025 regulates room rentals, providing that physical or contractual division of a dwelling does not alter its residential status or exempt it from the housing lease regime. Accordingly, in areas designated as stressed residential markets, the total rent agreed for the rooms may not exceed the maximum rent that would apply if the dwelling were rented out as a whole.

As for Madrid, 2025 was marked by the approval and entry into force of the so-called RESIDE Plan (only available in Spanish), an amendment to the City's urban planning rules aimed to promote residential use over tourist-use dwellings. The reform introduces restrictions on the establishment of new tourist-use dwellings in residential buildings, particularly in the city centre, and changes the conditions for carrying out this activity elsewhere in the city. Concurrently, the RESIDE Plan provides incentives for converting non-residential spaces – such as office buildings and obsolete privately owned community facilities – into residential properties. These initiatives have attracted significant investor interest, driving the acquisition of office buildings in the city centre to convert them into residential properties, attracted by the urban planning incentives that the RESIDE Plan provides for this type of projects.

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9. Transport and mobility

First, Law 9/2025 (only available in Spanish) introduces new corporate mobility planning requirements. Public and private companies with a workforce above certain thresholds must implement a sustainable mobility plan for their workplaces. Subject to collective bargaining, these plans must include measures to promote more sustainable ways of commuting, such as using public transport, low-emission vehicles, active travel or shared mobility. They must also include solutions linked to using zero-emission vehicles or working remotely.

The law also establishes an advanced system for managing and using mobility data by creating the Integrated Mobility Data Space (Espacio de Datos Integrado de Movilidad, EDIM). This centralised system will collect structured information on how the transport system operates, using data provided by transport operators and infrastructure managers. The purpose of the EDIM is to ensure that the information needed to plan and assess public mobility is available and consistent.

In addition, the Law regulates the Sustainable Mobility Guidance Document (Documento de Orientaciones para la Movilidad Sostenible, DOMOS), which will become a binding part of all central government public policies. The DOMOS will play a key role in shaping the State's mobility-related public support policy, ensuring that public support instruments are aligned with the objectives set out in the law.

In terms of the environment, the law requires public and private transport operators to calculate the greenhouse gas emissions that their services generate. This information is used to assess the sector's environmental impact.

The law strengthens the integration of the transport system, particularly in land transport, by promoting network-based services, interoperability, integrated fares, intermodality and the combined use of zero-emission transport modes. It also encourages the adoption of technological solutions for passenger information and access to services. In the context of road transport, the law provides for the approval of a new national concessions map and the subsequent tendering of contracts. In rail transport, some punctuality commitments and passenger compensation arrangements have been reinstated. In air transport, it encourages reducing domestic flights on routes with short rail alternatives.

Finally, the law sets out the regime for public service obligations in transport services falling within State competence. These services must meet the criteria of necessity, proportionality, efficiency and the effective use of public funds.

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10. Digital law, cybersecurity and artificial intelligence

The most significant digital-law development in 2026 will be the legislative process for the Digital Omnibus package, which the European Commission presented. Consisting of two separate draft regulations – the Digital Omnibus Regulation and the Digital Omnibus Regulation on the AI Act – the package aims to simplify regulation and reduce the regulatory burden on SMEs and small to mid-capitalisation-sized companies, promote technological innovation and maintain an adequate level of protection for fundamental rights. The package would, among other things, reduce the GDPR obligations on those companies, create a one-stop shop for reporting security incidents, and consolidate the provisions of Regulation (EU) 2022/868 (the Data Governance Act), Directive (EU) 2019/1024 on open data and the reuse of public sector information, and Regulation (EU) 2018/1807 on a framework for the free flow of non-personal data in the EU into a revised version of Regulation (EU) 2023/2854 (the Data Act). It would also amend Regulation (EU) 2024/1689 (the AI Act) to simplify its obligations and harmonise its application across the EU. The legislative procedure to amend and adopt this package will begin in 2026. Given the scale of the changes proposed, a wide range of stakeholders is expected to participate at the EU level.

In addition, and regardless of the changes proposed under the Digital Omnibus package, the AI Act will generally come into effect on 2 August 2026. However, some provisions – relating to prohibited AI practices, the designation of national supervisory authorities, general-purpose models, governance and sanctions – have already applied since 2025. This milestone will mark the full implementation of the world's first instrument intended to regulate the use and development of artificial intelligence systems through a risk-based approach to protecting individuals' rights and freedoms. In Spain, a preliminary draft bill on the proper use and governance of artificial intelligence is still pending approval. It will establish the sanctioning regime and designate the competent market surveillance authorities. These authorities include the Spanish Artificial Intelligence Supervisory Authority (AESIA), which is also responsible for issuing guidance and support materials to help ensure compliance with the AI Act.

Another core pillar for the EU is strengthening cybersecurity. Following the adoption of the NIS2 Directive on measures for a high common level of cybersecurity – expanding the sectors and companies to which cybersecurity rules will apply – Member States must transpose it into national law. Although the transposition deadline was October 2024, Spain has not yet done so; but we expect this to happen in 2026. In this respect, the Council of Ministers approved a preliminary draft transposition bill on 14 January 2025.

Similarly, in line with this reinforcement of cybersecurity, Spain still needs to implement a sanctions regime for breaches of Regulation (EU) 2022/2554 on digital operational resilience for the financial sector (DORA), which was adopted in December 2022 and took effect on 17 January 2025. A draft bill on the digitalisation and modernisation of the financial sector is currently being prepared to establish this sanctions regime and ensure the full implementation of the new cyber resilience framework for the financial sector.

Certain provisions of the Data Act will start to apply on 12 September 2026. Adopted in December 2023, the Data Act promotes access to data from connected products and introduces other measures to facilitate data access. It started to apply on 12 September 2025, except for specific provisions whose application dates are deferred.

Finally, there are other measures pending approval that are relevant to the digital sphere. These include the draft Basic Law on the protection of minors in digital environments (which includes a proposal to raise the age of consent for data-protection purposes from 14 to 16) and the Draft Law on improving democratic governance in digital services and media regulation.

These are just some of the digital measures that are expected in 2026. However, as technology and digitalisation continue to advance, we can expect further regulatory developments in this area. In particular, the EU is expected to continue its efforts to establish European data spaces and make progress on other EU digital projects, such as the European digital identity framework.

In summary, by 2026, companies operating in the EU will need to have implemented compliance projects to ensure that they meet the numerous – and sometimes complex – digital rules that apply to them, as well as any new rules that may be adopted during the year. The European regulatory framework for digital matters is now a reality. It is sophisticated and complex, and requires companies to adapt continuously.

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11. Healthcare and life sciences

A number of measures are expected to be adopted in 2026 that will substantially reshape the pharmaceutical regulatory landscape, both in Spain and at the EU level. These initiatives have been in the pipeline for several years and their completion is now imminent.

At the EU level, following the agreement reached in mid-December 2025 between the Council and the European Parliament, the reform of the «European pharmaceutical package», the legislative process of which began over three years ago, is expected to be finalised in 2026. This comprehensive review of the EU medicines framework will replace and update key rules that have been in force for over 20 years. The package comprises a new Regulation on medicinal products for human use and a new Directive to replace Directive 2001/83/EC (the «Community Code relating to medicinal products for human use»). The reform has four main strategic objectives: (i) ensuring more equitable and faster access to medicines across all Member States and avoiding delays in certain countries; (ii) strengthening security of supply and preventing shortages; (iii) maintaining and incentivising pharmaceutical innovation in Europe, particularly for unmet medical needs; and (iv) simplifying and modernising regulatory procedures by incorporating digital tools and reducing administrative burdens. The most controversial element is the introduction of a new system of data and market protection for innovative and orphan medicines, the duration of which is conditional, in part, on meeting certain objectives – most notably launching the medicine in all Member States (given how difficult this is in practice).

In Spain, the process of drafting a new Law on Medicines and Medical Devices began in April 2025, and its parliamentary process is expected to start in early 2026. This legislation will significantly reshape the domestic framework, particularly with regard to pricing and reimbursement of medicines and medical devices. Among other matters, it will introduce sweeping reforms to the reference pricing system and of the bases for decisions on the reimbursement and pricing of innovative medicines. Key implementing measures are progressing at the same time: the Royal Decree on health technology assessment is expected to be adopted shortly, having reached the final stage of the pre-adoption process before it is submitted to the Council of State. The process to draft the Royal Decree on the financing and pricing of medicines has also begun after years of delay. These measures are especially significant for the sector, as they will define the criteria, procedures and competent bodies for assessing, reimbursing and pricing medicines within the National Health System. To date, these areas have been characterised by limited transparency and legal certainty.

The digital transformation of healthcare is an undeniable reality in Europe. Spain is taking steps to adapt its framework to Regulation (EU) 2025/327 on the European Health Data Space (EHDS). A preliminary draft Digital Health Law is in progress with two main objectives: first, to establish a structure to enable Spanish stakeholders to participate in cross-border health data sharing within the EU for use in both healthcare delivery and secondary applications such as research, the development of digital solutions and the evaluation of public health policies; and second, to introduce a specific regulatory framework for the use of digital technologies in healthcare delivery. The most relevant elements include: (i) the implementation of an interoperable electronic health record across the health system; (ii) ensuring algorithmic transparency and traceability when using AI for diagnostics, treatment or clinical management; and (iii) regulating how emerging technologies such as telemedicine, biometrics and neurotechnologies are used.

Taken together, these reforms will significantly reshape the pharmaceutical regulatory framework in the coming years. They will have a wide-reaching impact on innovation incentives, access to medicines, their financing and pricing, research and development, and the organisation and delivery of healthcare.

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12. Securitisation

Following a public consultation at the end of 2024 to assess how the EU securitisation framework is functioning, the European Commission published two draft regulations, among other measures, on 17 June 2025:

1. a draft Regulation of the European Parliament and of the Council amending Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation («Regulation 2017/2402»); and
2. a draft Regulation of the European Parliament and of the Council amending Regulation (EU) 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms, and amending Regulation (EU) No 648/2012.

The reform proposal would reduce the due diligence requirements that investors must meet before investing in a securitisation position that is subject to Regulation 2017/2402. In particular, it would eliminate the obligation to verify compliance with the risk-retention requirement (i.e. maintaining a material net economic interest in the securitisation) and the requirements for the transaction to qualify as an STS securitisation. Several of the verification requirements and internal procedures that investors must maintain would also be framed in more general, less prescriptive terms. This would enable investors to adapt these requirements in proportion to the risks of the securitisation.

In terms of transparency, the reform proposal aims to significantly reduce the administrative burden of preparing information for investors and the market. First, it proposes reducing the number of reporting fields (by around 35%, according to the Commission's estimates), clarifying that certain fields would be voluntary rather than mandatory. Second, it simplifies the information required for highly granular, short-term exposures. Finally, Regulation 2017/2402 would include the principle that for private securitisations (where no prospectus is approved and the terms of the transaction are negotiated directly with investors), a much lighter information document format would be imposed, focusing on what the regulator needs to carry out its supervisory tasks.

The reform proposal also aims to boost the securitisation of SME loans through STS securitisations by amending the requirement for uniformity in the pool of securitised exposures.

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13. Defence and defence infrastructure

13.1 Key developments and trends for 2026 in defence infrastructure

Two EU-level developments are expected to provide a significant boost to the defence infrastructure sector in 2026. Firstly, the White Paper for European Defence published in March 2025 identified military mobility as one of seven priority defence capability domains. It defined this as a network of land corridors, airports, and seaports along with the necessary supporting elements that enable the rapid and smooth movement of troops and military equipment across the EU and its partner countries. The EU has identified four priority multimodal corridors (rail, road, sea and air) for military mobility that require substantial and urgent investment. Within these corridors, 500 «hot-spot» projects have been identified that require urgent upgrades, including widening railway tunnels, strengthening road and rail bridges and expanding port and airport terminals. Their security, maintenance and repair also need to be ensured.

Secondly, in November 2025, the European Commission presented a proposal for a regulation to facilitate the movement of military equipment, goods and personnel across the EU. The aim is to create a Military Mobility Area by 2027 as a step towards a «military Schengen». The proposal's roadmap highlights the urgent need to invest up to €70 billion in military mobility across Europe (including through the Connecting Europe Facility credit line, the SAFE instrument, the Horizon programme, EIB financing, and a fund-of-funds of up to €1 billion to mobilise private capital for defence start-ups and scale-ups). It also calls for a review of Directive 2009/81/EC on defence and security procurement.

This emerging framework will encourage not only the structuring of defence-focused venture capital and private equity funds, but also deeper defence specialisation among companies operating in other infrastructure segments, and increased investment by traditional infrastructure funds. Investment in dual-use civil and military infrastructure will become an increasingly prominent feature in the portfolios of financial institutions, companies and funds. Defence is therefore becoming one of the infrastructure sectors that will need closer public-private collaboration and increasingly complex and integrated legal advice. In the coming months, issues such as public procurement, project finance, compliance with foreign direct investment control rules, protection of sensitive and dual-use technologies, confidentiality and trade secrets, security of supply and sanctions compliance will undoubtedly become more important.

13.2 Defence: PE funds entering the defence sector and other trends

Institutional capital is no longer excluded from the defence industry. This is due to the redefinition of ESG standards towards sector-specific criteria and to the coordination of EU instruments aimed at professionalising SMEs and promoting cross-border consolidation. However, the current challenge lies in channelling financing with legal certainty and social legitimacy. Investors distinguish between defence companies that focus solely on defence and those that produce dual-use products. This is a key factor in assessing the level of risk that is acceptable in each transaction. Due diligence has been heightened in the context of a transformed regulatory framework shaped by Regulation (EU) 2021/821, which broadens the concept of export to include intangible transfers of technology and calls for robust compliance structures.

M&A transactions reflect this complexity: they require enhanced warranties, conditions precedent linked to authorisations and mechanisms to address regulatory change. In Spain, the FDI regime adds another layer, including when assessing the fund manager's origin, as well as the residence and nationality of the ultimate beneficial owners. In addition, companies outside the sector may trigger regulatory requirements if they win military tenders or develop products with defence uses, creating an added risk. Given the limited pool of potential buyers, it is also crucial to plan exit strategies from the outset, such as through continuation funds or dedicated special-purpose vehicles.

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14. Sport

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