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The Spanish government has modified, once again and with immediate effect from 28 December 2022, Spanish foreign direct investment (“FDI”) rules that were introduced in March 2020 in connection with the COVID-19 pandemic. The changes that have been introduced are twofold:

1. The first change is the extension until 31 December 2024 of the suspension of the liberalisation regime of foreign direct investment by residents of EU or EFTA countries provided the investment is done in: (i) listed companies in Spain (companies with their registered office in Spain whose shares are admitted for trading on an official secondary market in Spain); or (ii) unlisted companies, where the value of the investment exceeds EUR 500 million.

2. The second change is the clarification of the concept of “foreign direct investment”. In particular, the law now defines as foreign direct investment not only the acquisition of control or investment in Spanish companies, but also the acquisition of control over “the totality or part of” a Spanish company. With this change, it is now clear that, under applicable foreign investment rules, acquisitions of assets of a Spanish business may also be caught. In fact, this has already been the practice of the Ministry of Industry, Commerce and Tourism but is now clarified in the applicable rules.

The above amendments come as no surprise and only confirm that what initially seemed to be a temporary regime to protect Spanish critical businesses from the economic crisis resulting from the pandemic, is now clearly a new regime that has come to stay. Further amendments can be expected in the Spanish foreign investment regime shortly and will be focused particularly on providing further guidance to the application of the current regime.


Zeyang Gao is an associate in Baker McKenzie's London office. He is a member of the Antitrust & Competition, and International Commercial & Trade practice groups. Zeyang qualified in September 2020.


Elena Roca Umbert is a Junior Associate in Baker McKenzie, Barcelona office.


Laura is a senior associate in the Private Mergers & Acquisitions department at Baker McKenzie's Corporate Group, based in London. Laura joined the Corporate department of Baker McKenzie - Caracas as a law clerk in 2011. She then started working as an associate in 2012 until 2014. After completing her Master of Laws at Cambridge University in August 2015, Laura joined the London office as an associate and is experienced in cross-border and domestic mergers and acquisitions, corporate reorganizations and corporate advisory. Laura is one of the London office’s leading professionals with respect to warranty and indemnity insurance and related deal-risk products, advising clients and the wider BM network on policy placements around the globe.


Valeria is a partner in the Barcelona office and a member of the European and Competition Law and Trade & Commerce practice groups. She joined the Firm in 1999 and in 2007 spent nine months in Baker McKenzie´s Chicago office. Valeria has been recommended as a leading professional by various legal directories, including Chambers Europe, Legal 500, GCR, EXPERT Guide, and Best Lawyer.

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