31 - Spain

Summary

Introduction

The Cross-border Merger Directive has been implemented in Spain pursuant to Law 3/2009 of April 3, on Structural Amendments relating to Commercial Companies (Ley de Modificaciones Estructurales de las Sociedades Mercantiles) (‘Structural Amendments Law’ or ‘SAL’). Cross-border mergers within the EU are regulated by the specific rules applicable to these kinds of mergers provided in the Structural Amendments Law (Arts. 54–67 SAL) and, on a subsidiary basis, by the general rules governing domestic mergers.

Scope of the new rules

The Structural Amendments Law (Art. 54.1), following the Cross-border Merger Directive (Art. 1), defines as cross-border mergers within the EU mergers involving companies incorporated in accordance with the legislation of a Member State of the European Economic Area, whose registered office, central headquarters or principal place of business is located within the European Economic Area, where at least (i) two of the companies involved in the merger are subject to the legislation of different Member States and (ii) one of the companies involved in the merger is subject to Spanish legislation. The Structural Amendments Law also regulates mergers between companies of different nationalities which are not deemed cross-border mergers within the EU (i.e. international mergers not regulated by the Cross-border Merger Directive, such as, for example, a merger between a Spanish company and a company subject to the legislation of a non-Member State of the European Economic Area). These other kinds of international mergers, which are not subject to analysis in the present chapter, are not regulated under Articles 54 to 67 of the Structural Amendments Law, which only govern mergers provided for in the Cross-border Merger Directive.