SPAIN Law and Practice Contributed by: Ignacio Sanjurjo, Ignacio Echenagusia, Alejandro Espín and Román Cantín, Deloitte Abogados y Asesores Tributarios, S.L.U.
and 21% decrease compared to 2023, respec - tively), followed by biotechnology and pharmaceu - ticals (42 transactions; a 19% decrease) and finally the business and professional support services (29 transactions; a 26% decrease). The same TTR Data report details the investment funds that made the most PE investments, as meas - ured by volume, not value, with Qualitas Fund (27 investments), Miura Partners (12 transactions), Apax Partners (12 transactions) and Portobello Capital (11 transactions) being the most active. The companies that executed the highest number of VC transactions in 2024 were Invierte Economía Sos- tenible (48 investments), Inveready Capital (17 invest - ments), Sabadell Venture Capital (16 investments) and Draper B1 (14 investments). When analysing the foregoing data, it should be noted that the November 2024 election in the USA – won by Donald Trump – created a certain degree of tension in the markets. The ideologies and interventionism of governments (including the Spanish government) also influence the level of interest – or disinterest – in the markets. Nonetheless, in sectors such as renewable energy, the number of investments continues to increase signifi - cantly, largely because Spain is highly conducive to the development and expansion of this type of energy. 2. Private Equity Developments 2.1 Impact of Legal Developments on Funds and Transactions One of the legal developments in Spain in recent years most relevant to PE investments and transac - tions has been the enactment of Royal Decree-Law 5/2023, which introduced a wide range of measures in response to the economic and social consequenc - es of the conflict in Ukraine, supporting the recon - struction of La Palma Island, addressing situations of vulnerability, transposing EU directives on structural modifications in capital companies and work-life bal - ance, and enforcing EU law that came into effect on 29 July 2023.
Royal Decree-Law 5/2023 introduced several amend - ments to the regulation on structural modifications in capital companies (mergers, spin-offs, segregations, transformations, etc), which had an impact on PE investments by simplifying and expediting the pro - cess compared with that under the former regulation. In particular, expert reports requested for leveraged mergers subsequent to the leveraged acquisition of a target company are no longer obliged to address the “existence of financial assistance”. This amend - ment simplifies the process by avoiding controversies related to the evaluation of financial assistance in such transactions, which previously created difficulties for independent experts in determining whether such financial assistance was fair and equitable. The removal of this requirement conferred several benefits for PE funds engaging in leveraged mergers in Spain, particularly by: • allowing PE investors to execute leveraged merg - ers more efficiently, and within a shorter timeframe, without the need to determine the existence of financial assistance; • reducing costs related to additional evaluations and advice; and • permitting greater flexibility in the structuring of leveraged mergers. Additionally, the regulatory framework governing Spain’s electric power sector was also amended, with the aim of minimising the impact of the war in Ukraine and promoting the use of renewable energy. Regulation concerning foreign investment and foreign subsidies was also introduced, as explained in 3.1 Primary Regulators and Regulatory Issues . 3. Regulatory Framework 3.1 Primary Regulators and Regulatory Issues As a general rule, M&A transactions in Spain are not subject to restrictions or mandatory regulatory filings, albeit with some exceptions.
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