SPAIN Trends and Developments Contributed by: Ignacio Sanjurjo, Ignacio Echenagusia, Natalia Tévar and Javier Valdés, Deloitte Abogados y Asesores Tributarios, S.L.U.
agement, third-party and cloud provider oversight, incident-reporting readiness, and resilience testing have become central considerations in financial- sector transactions and in adjacent industries. These factors directly influence both the depth of due dili - gence and the cost and complexity of post-acquisition integration. Furthermore, Spain’s ongoing process of transposing NIS2 continues to keep cybersecu - rity governance high on board agendas, while also introducing uncertainty in transactions where the target’s criticality or regulatory scope is not yet fully clear. Overall, although AI will continue to accelerate M&A processes, the competitive advantage in 2026 will clearly favour those advisers and investors who approach AI, data protection and cybersecurity con - trols as genuine value-creation levers rather than as a mere compliance checklist. Consolidation of distress M&A Following an initial period of practical implementation and judicial interpretation, restructuring plans have reached a stage of full maturity and have progres - sively consolidated their position as a core pillar of the Spanish pre-insolvency framework. Restructuring plans now provide a flexible legal frame - work for the implementation of operational, corporate and transactional measures that were traditionally addressed through the M&A market. These measures include (among others) reductions and simultaneous share capital increases, sales of business units, “gift - ing” schemes, debt-to-equity conversions, issuances of hybrid instruments and intra-group reorganisations, all of which may be implemented within the perimeter of a restructuring plan. Over 2025, the financial dimensions of these plans became particularly significant. Commercial courts are placing greater emphasis on the company’s viability, which in turn requires a robust and detailed assessment of financial projections, capital structure and enterprise valuation. This evolution points to a progressive convergence between pre-insolvency law and M&A mechanisms in the context of distressed transactions, consolidating restructuring plans as a comprehensive and flexible
framework for the legal and financial management of corporate distress. Increasing use of W&I insurance An increasing and consolidated trend in the Spanish M&A market has been the incorporation of specialised insurance products as a tool to manage risk and facili - tate deal execution, reflecting a broader trend seen across European markets where deal complexity and regulatory scrutiny is progressively increasing. In Spain, this has manifested in a more frequent use of warranty and indemnity (W&I) insurance to pro - tect buyers and sellers against unforeseen liabilities, facilitate negotiations and reduce the need for large price adjustments or long earn-outs. This shift mir - rors an observable global pattern in which insurers are becoming active participants in M&A ecosystems by underwriting representations and warranties, tax risks and litigation exposures, which helps to mitigate buyer concern over hidden liabilities and enables sellers to cleanly exit with greater certainty. As M&A activity in Spain expands into more strategic and cross-border deals, insurance solutions are playing a critical role in reducing transactional risk and enhancing deal cer - tainty, making them an increasingly used instrument of the corporate acquisition playbook. The expanding role of the Comisión Nacional de los Mercados y la Competencia (CNMC) During 2025, the CNMC was highly active in super - vising M&A activity in Spain, highlighting its key role in controlling market concentration. Major transac - tions included Indra’s EUR725 million acquisition of 89.68% of Hispasat from Redeia, as well as its review of BBVA’s proposed takeover of Banco Sabadell. The Spanish competition authorities also cleared trans - actions involving Endesa, MasOrange, Mahou San Miguel and Vodafone España, among others. Significantly, for the first time since its creation, the CNMC prohibited a concentration, blocking the acqui - sition of Institut de Radiofarmacia Aplicada de Barce - lona by Cucrium Pharma Holding Spain due to seri - ous competition concerns in cancer diagnostic testing markets in north-eastern Spain.
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