SPAIN Trends and Developments Contributed by: Gabriel Rodríguez-Ramos, RODRIGUEZ RAMOS ABOGADOS
The activity of the Spanish European Delegated Pros - ecutor Office will continue to increase during 2026. Private The number of existing companies in Spain on 1 Janu - ary 2022, according to the Central Business Directory, was 3,430,663, of which: • only 0.1% are large companies, that is, companies with more than 250 employees; • 99.9% is made up of small and medium-sized enterprises (SMEs), of which: (a) 43.2% have employees and nearly 96% of those have fewer than ten; and (b) 56% have no employees. Large companies, especially those that have gone public, typically have robust and well-established frameworks for addressing bribery and corruption as compliance risks. These are effectively managed through internal control systems and professional external assessments. In 2025, these companies must remain vigilant and focus on the following: • their corporate criminal compliance systems, to update them in line with the evolution of the deci - sions of the Criminal Chamber of the Supreme Court, that continuously increases the content of the internal control measures required; • their whistle-blower channels, which are manda - tory for all companies with 50 or more employees (Article 10.1 Law 2/2023, of February 20, regulating the protection of individuals who report regulatory violations and the fight against corruption, inves - tigating activities related to both the public and private sector); • internal investigations and guarantees of the affect - ed person (ie, presumption of innocence, access to files, right to be heard. The Labour Chamber of the Supreme Court has recently settled, on 18 Novem - ber 2024, that from the date of the sentence, no disciplinary dismissal would cause legal effects if the employee affected has not had the opportunity to be heard about the cause of the dismissal); and • internal investigations and guarantees of the whistle-blower: (a) against retaliation (Prohibition, Article 36 Law 2/2023), including:
(i) suspension, dismissal or termination of the employment contract; (ii) damages, including reputational damages, or economic losses, coercion, intimida - tion, harassment or ostracism; (iii) negative evaluations or references regard - ing work or professional performance; (iv) inclusion on blacklists or dissemination of information in a specific sector that can affect the access to employment or the contracting of works or services; (v) denial or cancellation of a licence or per - mit; (vi) denial of training; and (vii) discrimination or unjust treatment; (b) including supportive measures (Article 37 Law 2/2023), such as: (i) comprehensive and independent informa - tion and advice, easily accessible to the public and free of charge, regarding the procedures and resources available, pro - tection against retaliation, and the rights of the affected person; (ii) effective assistance from competent authorities before any relevant authority involved in their protection against retali - ation; (iii) legal assistance in criminal proceedings and in cross-border civil proceedings in accordance with community regulations; and (iv) financial and psychological support, ex - ceptionally, if so decided by the AAI after assessing the circumstances arising from the submission of the communication; and (c) possible administrative fines (ranging from EUR100,000 to EUR1 million) linked to infringe - ments of the dispositions of Law 2/2023. SMEs are, in a progressive way and relative to their resources, discovering the importance of the corpo - rate compliance culture, including the risk of bribery and corruption, and its benefits. These companies must continue maturing their internal compliance sys - tems, remaining attentive also to their whistle-blower channel, and, during internal investigations, to the guarantees of the affected person and the rights of the whistle-blower.
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