The new legal text, published in BOE no. 66 of 18 March 2023, repeals the current Consolidated Text of the Securities Market Law (RD 4/2015), as well as the auxiliary RD 21/2017 and RD 14/2018, and will enter into force on 7 April 2023, except for the requirements relating to the admission to trading of financial instruments (art. 63), which will enter into force six months after the date of publication.
In the words of the Exposición de Motivos: “The main reasons that have led to the drafting of this Act are to tackle with rigour and quality (,,,) the improvements necessary to facilitate the development of the Spanish securities markets in the current competitive environment; to substantially improve the regulatory and systematic technique of this sector of the legal system; and to adapt national regulations to recent developments in European law and to exercise the alternatives recognised by the directives to be transposed in the most appropriate and favourable manner for the interests of domestic securities markets, financial stability and the rights of investment services customers”.
This Act represents a major effort to adapt the national regulatory framework to European Union law, since (i) it transposes various European Union directives; and, on the other hand (ii) it adapts the sectoral regulation to European regulations in force, for example, with regard to central securities depositories or providers of data supply services.
Among other matters, the regulation of “crypto-assets” is noteworthy, through the transposition of directives on this novel matter, and expressly recognises the possibility that both financial instruments (debt securities) and negotiable securities (property securities) may be issued using Distributed Registry Technologies (Blockchain), with such issuance and secondary markets being regulated, in the first case by the Bank of Spain and in the second case by the CNMV.
Also noteworthy is the legal recognition and regulation of Special Purpose Acquisition Companies (SPACs), entities conceived in US law for the acquisition of a target by means of financing obtained in capital markets. In the words of the Exposición de Motivos: “The SPAC consists of the incorporation of a listed company that attracts investments and whose exclusive corporate purpose is to identify a company, generally unlisted and with high growth potential, within a given period of time and which it finally acquires. It is therefore an alternative mechanism to the traditional IPO, particularly interesting for developing companies as it favours the diversification of funding sources. The creation of SPACs could thus encourage the securitisation of our economy and, consequently, reduce dependence on bank credit by allowing companies to have alternative sources of financing at their disposal.”