The European Commission has extended this Thursday the infringement procedure it opened in July last year against Spain for the laws used by Pedro Sánchez’s Government to hinder BBVA’s hostile takeover bid for Sabadell. Despite the failure of the operation after BBVA failed to acquire even 26% of the entity’s capital, Brussels kept the file open for Spain, and the Commission recalls that it was not initiated by the operation itself, but by the laws used to obstruct it.
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Specifically, this Thursday Brussels sent an additional letter of formal notice to the Executive “for not complying” with the latest European directive that generally indicated to European Governments that authorizations for this type of transaction should be given by the financial regulator, i.e., the Bank of Spain or the European Central Bank.
Delay
The deadline for transposing this latest community regulation expired in January
The deadline for transposing this latest community regulation, Directive 2024/1619 (CRD VI), ended on January 10, and as it has not been adapted to Spanish legislation, consequently the Commission “has updated the legal assessment on which this procedure is based and has included the relevant provisions of CRDVI among the identified infringements,” it states in a press release.
Sources from the Ministry of Economy highlight that, in the Government’s opinion, the Commission’s letter “does not mean that the existing procedure has advanced to a new phase or escalated,” but rather that it is a “complementary” letter to the previous one. Furthermore, the Spanish Executive points out that it “is working intensively on the transposition of the new Capital Requirements Directive to adapt domestic regulations and incorporate the exclusive competence of the ECB and the Bank of Spain in prudential supervision of bank mergers,” but “without prejudice to the role of other authorities within the framework of their competences, such as the CNMC.”
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In July last year, Brussels opened an infringement procedure for two other reasons. First, due to the provisions of Spanish law that grant power to the Minister of Economy to decide on total or partial mergers or acquisitions in banking operations, which they understand undermine the prudential powers of the European Central Bank (ECB), the competent authority when an acquisition exceeds 10%. And, second, because they believed that the obstacles imposed by the Government on this takeover bid go against the Competition Defense Law, which establishes a series of categories for a concentration to be prohibited and justified by reasons of general interest, something that, according to the Commission, does not happen in this case.
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The Community Executive now states that the Commission considers the Spanish measures in question to be incompatible with the new framework that “regulates acquisitions, mergers, demergers and other structural changes affecting credit institutions,” something that “further reinforces the concerns already expressed in the letter of formal notice from 2025.” The statement also reiterates its position that “consolidations in the banking sector benefit the EU economy as a whole and are essential for the achievement of the banking union.” Spain, furthermore, could face a sanction for the delay in transposing the latest community directive.
Now the Government has two months to respond “and remedy the deficiencies” that Brussels has pointed out. “If a satisfactory response is not received, the Commission could choose to issue a reasoned opinion,” warns the Community Executive in its note. The next step in the infringement procedure is a reasoned opinion, and, as a last resort, if the file does not come to a successful conclusion, Brussels could refer Spain to the Court of Justice of the EU, which in turn could determine that Spain must pay a fine for infringing community laws.
