Omnibus Draft Bill to Revitalize the Capital Markets

Introduction

On March 24, 2026, the Council of Ministers approved a draft bill (“Draft Bill”) which, together with its future implementing royal decree, will adapt Spanish regulations to four European regulatory packages:

• Listing Act, which aims to facilitate and simplify access for companies—especially SMEs—to capital markets. For more details, see Post | Publication of the Listing Act.
• MIFID/MIFIR, whose purpose is (a) to make market data accessible and affordable for investors (especially retail investors), and (b) to reinforce the robustness of EU market infrastructures.
• AIFMD/UCITS, which seek to boost the competitiveness of the alternative investment fund management sector and the undertakings for collective investment in transferable securities (UCITS).
• EMIR 3.0, which revises European derivatives regulations to reduce dependence on central counterparty clearinghouses (CCPs) outside the European Union and increase financial security.

The Royal Decree that will implement the Draft Bill will enable the full transposition of these regulatory packages. Among others, it is expected to modify Article 66.7 of Royal Decree 814/2023 to reflect the lower the minimum dissemination requirement (from 25% to 10%) prior to admission to trading.

The Draft Bill will be open for public consultation until April 30, 2026.

Key Aspects of the Draft Bill

Below, we highlight the issues we consider most relevant for our clients, noting that this is not a comprehensive summary.

• Multiple-vote shares (new arts. 527 duodecies to 527 vicies of the Spanish Companies Act (“LSC”) and amended articles 108 d) and 111.3 c) of the Spanish Act on Securities Markets and Investment Services (“LMVSI”).
  To encourage public listings and prevent certain shareholders from losing control of the company, certain shares may confer more votes than their nominal value would ordinarily allow according to the principle of proportionality (art. 96.2 LSC). This means that, for the first time, it will be possible to “separate the voting right from the nominal value of the share,” subject to the following safeguards and limits:
• Subjective scope: Spanish lawmakers go beyond the minimum harmonization required by Directive 2024/2810/EU and allow the use of these structures for public limited companies seeking admission to trading both on multilateral trading facilities (MTF) and on stock exchanges.
  If admission to trading does not occur within two years of the resolution approving the issue or conversion, the multiple-vote right will lapse automatically.
• Quantitative limits: each multiple-vote share may carry up to ten votes relative to the share with the highest nominal value. For these purposes, any additional double loyalty vote, which rewards shareholder loyalty, is disregarded.
  The company may issue or convert up to 30% of its share capital into multiple-vote shares.
• Scope of the multiple-vote right: it may apply to all matters or only to specific matters.
• No economic privileges: multiple-vote shares may not confer any advantage as regards dividends or distributions on liquidation.
• Approval: a 50% attendance quorum is required on both first and second call, and the resolution must be approved by at least 60% of the votes cast. If any classes of shares are affected, each class whose rights are impacted must also vote separately.
• Counting multiple-vote rights: they are taken into account for the purposes of the major shareholding disclosure regime (CPS) and the thresholds for mandatory takeover bids.
• Transparency: companies must disclose their multiple-vote shares in accordance with the rules of the relevant market.
• Expiry: the voting privilege is not perpetual. It will lapse upon:
• Expiry of the maximum statutory term of ten years, which may be extended for a further ten years.
• Transfer of the shares. The Draft Bill applies to multiple-vote shares the same termination-on-transfer regime that already applies to loyalty shares. Accordingly, as a rule, any direct or indirect transfer of the shares extinguishes the multiple-vote rights attached to the transferred shares, unless one of the exceptions in article 527 decies LSC applies (for example, succession on death, intragroup transfers, certain family transfers or structural modifications).

• Updates regarding prospectuses:
• The exemption from publishing a prospectus is extended to offers below €12 million in the EU within 12 months (currently, the threshold is €8 million) (new article 35.2 LMVSI).
• The CNMV's authority to require a prospectus due to the complexity of the issuance is eliminated (new arts. 35.2 and 36 LMVSI).

• Market abuse:
• Notification of transactions by persons discharging managerial responsibilities within the issuer (i.e., directors and managers) and related persons: the notification threshold remains at €20,000/year, but the CNMV can increase it to €50,000/year or reduce it to €10,000/year (new article 230.1 LMVSI).
•  Sanctioning regime: it is restructured and introduces a more proportional system (linked to annual turnover for legal entities; specific amounts for SMEs in certain cases).

•  Other matters:
• Systematic internalizers, order execution and sponsored research. To protect retail investors, the prohibition on payment for order flow is tightened to reduce conflicts of interest; information regarding execution quality is reinforced; and the CNMV will be able to supervise, suspend, and warn against sponsored research that does not comply with the forthcoming European code.
•  Funds and management companies. The reform arising from UCITS and AIFMD is quite broad: it strengthens the information provided to the supervisor and the investor, expands liquidity tools, and tightens delegation rules. Furthermore, it creates greater scope for certain alternative investment funds to grant loans to companies as a supplementary means of bank financing, though subject to limits regarding diversification, leverage, risk retention and credit control.

At Cuatrecasas, we will continue monitoring this omnibus reform and keep you informed of any developments. For further information, please contact our specialists through the Knowledge and Innovation Area.

For more information, please contact our Knowledge and Innovation Area specialists.