Mergers and Acquisitions Lawyers in Spain

A way through which foreign investors can access the Spanish market is by participating in the merger and acquisition market. A merger takes place when two different companies are transformed into a single one, while the acquisition refers to the purchase of a large company by a different company or by a group of investors. Businessmen who are interested in the mergers and/or acquisitions (M&A) in Spain can receive an in-depth presentation on this matter from our team of Spanish M&A lawyers, who can also provide legal advice on how to invest in this country or open a company. 

Legal framework for M&A in Spain 

Mergers and acquisitions in Spain, as well as any other transactions similar to these, are regulated under the rules of the Law 15/2007 on the Defence of Competition. The main body regulating the mergers market is the National Markets and Competition Commission (CNMC), an institution which is established with the purpose of verifying if the merger procedures are handled in a fair matter. Takeovers of listed companies are regulated by Law 6/2023 on Securities Markets and Investment Services and Royal Decree 1066/2007. 

Corporations and limited liability companies in Spain are regulated in this sense by the Capital Companies Law, which entered into force in 2010; our team of Spanish M&A attorneys can offer more details related to this law. 

Guidance for Spanish mergers 

According to the local legislation, companies involved in a merger have to comply with several rules imposed by the CNMC. The merging company, more exactly, the one which will control the other company, will have to file a notification at the CNMC. 

However, it is required to file a common notification referring to the merging entities and, in the case of acquisitions, the notification should contain details on the individuals which will receive the control over the company. 

Foreigners interested in the M&A market in Spain should know that the local legislation does not prescribe special rules applicable to non-residents. Foreign investments generally only need to be declared for statistical purposes, but since 2020 non-EU/EFTA investors acquiring 10% or more (or control) of a company in strategic sectors need prior government authorisation (art. 7 bis Law 19/2003; temporarily also certain EU/EFTA investors until 31 December 2026). 

Businessmen who want to receive further information on the mergers and acquisitions in Spain can address to our team of Spanish M&A lawyers for more details.