SPAIN Law and Practice Contributed by: Alla Serebrianskaia, Marta de Francisco, Sara Lao and Laura Llorca, Asensi Abogados
10. Acquisitions and Changes of Control 10.1 Disclosure Requirements Acquisitions and changes of control are not subject to the prior approval of the regulator. However, it should always be taken into account that if, as a result of said acquisition, any of the conditions of the operator com- pany that were disclosed to the regulator at the time of applying for the relevant licences were affected or changed (for instance, the solvency of the group, the intercompany agreements for the provision of services or the directors of the operator company), the opera- tor company must then not only notify the regulator of the change of control (within one month from its com- pletion) but must also file the documents evidencing any of those material changes that have taken place as a result of the acquisition. Even though a change of control does not require the prior approval of the regulator, it is always advisable to contact the regulator before completing the change of control to ascertain any possible concerns it might have regarding the transaction. 10.2 Change of Corporate Control Triggers The relevant threshold is set around the concept of the “significant” shareholder, which is defined by the corresponding domestic law of the operator company. For instance, in Spain, a “significant shareholding” of a listed company would be 3% or more of the shares, and for a non-listed company it is a percentage with which the relevant shareholder could effectively, even directly or indirectly, control the company. Any “significant” change of control should be notified to the regulator within one month of its completion. 10.3 Passive Investor Requirements No distinction is made for passive investors.
The present restrictions on gambling advertising aim to shield consumers. The main principles include legality, honesty, identification, veracity, societal responsibility, responsible gaming and underage protection, espe- cially enforcing restrictions during watershed hours. Royal Decree 958/2020 on commercial communica- tions of gambling activities was introduced and imple- mented on 4 November 2020, following publication in the Official Spanish Gazette. After the Supreme Court’s ruling, the main restrictions regarding advertising are as follows: • sponsorship bans on shirts or sports equipment; • restricted commercial communications on audio- visual media services between 1 am and 5 am; • specific requirements for advertising on social media; • restrictions on accounts/channels on video-sharing platforms (as gambling commercial communi- cations can only be placed on those accounts/ channels whose main activity consists of offering information on gaming activities); and • a requirement stating that free-to-play demo games must be linked to the operator’s platform and are only available to registered and documen- tarily verified users. Please note that social gaming products can gener- ally be advertised without the restrictions applicable to gambling products. 9.5 Sanctions/Penalties In terms of advertising for online gambling regulated at the federal level, Articles 40 d) and e) of the Gambling Act state the relevant applicable infractions, which are subject to the same sanctions: • a fine of between EUR100,000 and EUR1 million; and • the suspension of activity in Spain for a maximum period of six months.
11. Enforcement 11.1 Powers
Regulatory bodies are legally allowed not only to impose economic sanctions but also to revoke or suspend licences. Regulators could even suspend
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