Introduction

The approval of Act 6/2007 of 12 April 2007, amendatory of Act 24/1988 of 28 July 1988 on the Securities Market (‘Act 6/2007’), providing for the reform of the rules on takeover bids and on the transparency of issuers, and the approval of Royal Decree 1066/2007 of 27 July 2007 on the rules applicable to takeover bids (the ‘Royal Decree’), further developing Act 6/2007, is one of the most significant developments in Spanish commercial law in recent years. Both Act 6/2007 and the Royal Decree (the ‘Takeover Regulations’) have transposed the Takeover Directive into Spanish law, thus concluding, albeit incompletely, a process started over a decade ago to implement consistent rules on takeover bids in EU Member States.

In any event, even though the Takeover Directive has not achieved its original goal of establishing a single corporate takeover market in Europe, the Takeover Regulations enacted to transpose the Takeover Directive are revolutionary for the Spanish market. The Takeover Regulations have radically changed the structure of takeover bids, and this change will have a considerable impact on the mergers and acquisitions of Spanish listed companies in the coming years. Moreover, the new provisions have not merely transposed the Takeover Directive but have taken advantage of the experience accumulated while the earlier regulations (e.g. Royal Decree 1197/1991 of 26 July 1991) were in force, to establish a more modern and sophisticated system that places Spanish law on takeover bids at the forefront of countries within the European Union.