Royal Decree-Law 5/2023 (published in the Official Gazette of the Spanish State on June 29, 2023), in its first volume, approves a whole new system for structural changes in corporations, both domestic and crossborder. As well as complying with the transposition into Spanish national law of the so-called Mobility Directive, the new law revokes Act 3/2009, of April 3, incorporating into a new regulation the whole legal system for domestic and crossborder structural changes.
The new regulation will enter into force a month after publication in the Official Gazette of the Spanish State (i.e., on July 29, 2023). However, a transitional system has been established for operations under way before the new regulation enters into force. Thus, Act 3/2009 will apply to structural changes the projects of which were approved by the affected companies before July 29, 2023.
This document summarizes the most important developments of this new regulation, with a particular focus on main developments concerning the procedure and the protection of shareholders and creditors, both in domestic and crossborder operations, inside and outside of the European Economic Area.