On the transitional regime for the rules applicable to takeover bids in multilateral trading facilities after the adoption of Law 6/2023

Jaime Tarrero, M&A and Commercial and Capital Markets partner at RocaJunyent, has written this article published in Diario La Ley, in which he analyses Law 6/2023, of 17 March, on Securities Markets and Investment Services (LMVSI), which extended the regime for takeover bids (PTBs) on shares of listed companies to multilateral trading facilities (MTFs), putting them on a par with regulated markets.

Prior to this law, MTFs, such as BME MTF Equity, had their own regulations for PTBs with notable differences with respect to regulated markets. For example, they did not have an express regulation on the PTB procedure. However, the LMVSI established that the rules for PTBs (articles 108 to 117) would apply to companies listed on both regulated markets and MTFs.

Despite the LMVSI, takeover bids on MTFs are still governed by the previous regulations, which creates practical discrepancies. The LMVSI delegates the application of certain obligations for companies listed on MTFs to a future regulatory development.

Clear contradictions are identified between the LMVSI, the Royal Decree on takeover bids and the regulations of the MTFs, such as the control threshold, the structure of bids and squeeze-outs.

Although the LMVSI requires regulatory development, discrepancies between the regulations of the MTFs and the LMVSI should be resolved by applying the LMVSI. The scarcity of express regulation in the LMVSI does not justify maintaining a previous regime opposed to it.

Access to the full article (available in Spanish)