Reform of the securities markets in the discount time

To be able to tell you precisely the current status of the processing and what the next steps are until the final approval, I need you to specify which regulatory reform you are referring to. Right now your question only mentions “this regulatory reform,” but there is no data in the conversation that allows it to be unequivocally identified (chamber, date, subject matter, or specific name), and without that any explanation about its status would risk being incorrect or referring to a different initiative.

In the Spanish context, the expression “regulatory reform” can refer to several different things, for example:

• A reform of the Regulations of the Congress of Deputies, the Senate, or an autonomous parliament (changes in the internal rules of operation of the chamber, committees, speaking times, remote voting, use of co-official languages, etc.).
• A reform of the Regulations of organization and operation of some administrative body (a ministry, a regulatory agency, a public business entity, etc.).
• A modification of executive regulations or technical regulations approved by royal decree (for example, regulations developing a sectoral law in areas such as energy, environment, taxation, transport, etc.).

In each of these cases, different procedures and bodies apply:

• If it is the Regulations of a parliamentary chamber, the reform procedure is usually regulated in the Regulations themselves and involves initiatives from groups or the Board, work in a subcommittee and committee, report, debate, and vote in Plenary, usually with qualified or simple majorities depending on the case.
• If we are talking about a regulation approved by royal decree by the Government, the channel is the governmental normative procedure: draft bill, reports and opinions, consultations or public hearings when appropriate, reports (for example, from the Council of State), approval by the Council of Ministers, and subsequent publication in the corresponding official bulletin.
• In the case of internal regulations of bodies, their governing bodies intervene (steering committee, board of trustees, board of directors) and, sometimes, approval or acknowledgment by the supervising ministry or the Government.

Specifying which reform you are talking about is key because:

• It determines which body has the final say (Plenary of the Congress, Plenary of an autonomous parliament, Council of Ministers, etc.).
• It changes the type of initiative (proposal to reform regulations, royal decree draft, internal agreement, etc.).
• It allows knowing if the reform is still in the internal phase (draft bill, consultation, reports), in parliamentary processing (amendments, subcommittee, committee, Plenary), or already in the final phase prior to its publication.

To be able to locate the file exactly and tell you:

• In which specific phase it is (for example, if a report has already been issued, if it is pending debate in Plenary, or if the text is approved but not yet published).
• What milestones remain (new votes, possible steps in the Senate or another chamber, formal approval by the Government, publication in the official bulletin, entry into force, etc.).

I would need you to indicate at least some of these data:

• Title or name of the reform, even if approximate.
• Body or scope it affects: for example, “Regulations of the Congress,” “Regulations of the Senate,” “regulations of such an organization,” “royal decree modifying the regulations of…”.
• Approximate date of presentation, initial approval, or most recent debate (approximate month and year can help).
• Main subject matter (e.g., use of languages in the Chamber, teleworking in the Administration, regulation of authorizations in a specific sector, etc.).

With any of those clues I will be able to identify the specific reform with certainty, review its current situation, and detail, specifically, both the processing status it is in and the remaining steps until its possible final approval and publication. If you can, please respond specifying those elements and I will continue from there with an analysis focused on the exact case that interests you.

In the Spanish legal system, the Ministry of Economy (currently Ministry of Economy, Commerce and Business, or whichever assumes economic powers at any given time) is the government department responsible for economic and financial policy, within which the regulation and organization of securities markets is framed. Its functions are articulated based on the Constitution, Law 40/2015, Law 6/2023 on Securities Markets and Investment Services, and the royal decree structuring the ministry itself.

1. Constitutional and administrative organization framework

The Constitution assigns the State exclusive competence over the bases and coordination of the general planning of economic activity and over the regulation of credit, banking, and insurance, which includes the regulation of securities markets. On this basis:

• Law 40/2015, on the Legal Regime of the Public Sector, configures ministries as superior bodies of the General State Administration responsible for the development and execution of public policies within their scope (arts. 54 et seq., in connection with the regulation of ministerial organization).
• Royal Decree 777/2002, of July 26, and its subsequent reforms, as well as more recent royal decrees on ministerial structure, assign to the Ministry of Economy the financial policy and securities markets through the competent State Secretariat (economic and financial policy, treasury and financing, regulation of securities markets, supervision of entities, etc.).

2. Regulatory role and normative promotion in securities markets

Law 6/2023, on Securities Markets and Investment Services, is the framework law that organizes capital markets in Spain. In it:

• The Government, at the initiative of the Ministry of Economy, is attributed the approval of the basic regulatory development norms (royal decrees on financial instruments, market infrastructures, regime of investment services companies, etc.).
• The Ministry of Economy is generally empowered to issue ministerial orders and other provisions that specify technical aspects (information requirements, development of transparency obligations, accounting aspects, conditions of certain issuances or admissions, etc.).
• The Ministry exercises the legislative initiative and transposition of EU directives in securities markets and investment services, proposing bills and royal decree-law projects to the Council of Ministers.

3. Functions regarding the CNMV

Law 6/2023 designates the National Securities Market Commission (CNMV) as the supervisory authority of securities markets and issuers. In this scheme, the Ministry of Economy exercises a function of oversight and coordination over the CNMV, which typically includes:

• Appointments and dismissals: proposal to the Government of the president, vice president, and board members of the CNMV and participation in the dismissal procedure, formally governmental but driven from the economic department.
• Approval of the statute and structure of the CNMV by royal decree of the Government, at the ministry’s initiative.
• Supervision of planning and resources: involvement in the approval of the budget, activity plan, and strategic lines of the CNMV, in coordination with the Ministry of Finance.
• Legality control and coordination: ensuring the CNMV’s actions comply with the general financial policy framework and obligations derived from European Union law, without prejudice to its functional independence in supervision.

4. Regulatory development and execution of the Securities Market Law

In the strictly normative field, the Ministry of Economy assumes:

• Preparation of the royal decrees developing Law 6/2023 (for example, on financial instruments, admission to trading, securities registers, market infrastructures, or regime of investment services companies), which the Government approves at the ministry’s proposal.
• Approval of ministerial orders that specify aspects such as:
  • Periodic and ad hoc information requirements of issuers.
  • Conduct rules for certain entities and products.
  • Accounting aspects and calculation of coefficients and limits (for example, in collective investment institutions or supervised entities, traditionally through orders of the then Ministry of Economy and Finance).
• Participation in the more serious sanctioning regime, normally by submitting sanction proposals for very serious infractions in securities markets to the Council of Ministers, when provided by law.

5. Investor protection, transparency, and European dimension

Law 6/2023, which transposes a broad block of EU financial directives, sets clear objectives of investor protection, market transparency, and integrity in price formation. Within this framework:

• The Ministry of Economy promotes regulations on issuance and admission prospectuses, on conduct rules of investment services companies, and on product governance and marketing.
• It coordinates the Spanish position in European forums (ECOFIN Council, Commission committees, relationship with the European Securities and Markets Authority, ESMA) regarding the development and reform of the European capital markets framework.
• It defines, together with the CNMV and the Bank of Spain, the transposition strategy of directives and application of European regulations (MiFID, MiFIR, prospectus regulation, market abuse, transparency, etc.).

In summary, according to current Spanish legislation, the Ministry of Economy is the central political and regulatory body in securities markets: it designs and proposes regulation, oversees and coordinates the CNMV, develops the regulatory implementation of Law 6/2023, and represents Spain in building the European capital markets framework, aiming to guarantee transparent, efficient, and safe markets for investors.

Under the current regime in Spain, the admission to trading of shares on a regulated market (e.g., the Madrid, Barcelona, Bilbao, and Valencia Stock Exchanges through the SIBE) is mainly governed by Law 6/2023, on Securities Markets and Investment Services, its development by Royal Decree 814/2023 on financial instruments and admission to trading, Regulation (EU) 2017/1129 on prospectuses, and the consolidated text of the Capital Companies Act. Below is a summary of the essential requirements, aside from the proposed reforms.

1. Requirements regarding the issuing company

• Legal form and validity of the issuer: the company must be, in practice, a public limited company (Spanish or equivalent foreign), validly incorporated and subject to applicable corporate and securities market regulations. It must provide the CNMV or the market’s governing body with documents proving such legal status and its capacity to issue shares.
• Capital and shareholding structure: the share capital must be duly subscribed and paid up, and the shares to be admitted must be fully paid. There must be no legal or statutory restrictions preventing their free transfer or proper ordinary trading on the market.
• Solvency, accounting, and audit: the company must present financial statements prepared and audited according to applicable standards (IFRS or national standards, as appropriate) by a registered auditor. Law 6/2023 requires that, when a prospectus is not mandatory, audited financial statements for a number of years determined by regulation be submitted to the CNMV or market; when a prospectus is required, the prospectus regulation itself sets the minimum financial history.
• Corporate governance of the listed company: upon becoming a listed company (specific articles of the Capital Companies Act), the company becomes subject to enhanced duties regarding the general meeting, board, committees, shareholder information, participation in meetings, etc., and to the recommendations of the CNMV’s Good Governance Code, which, while not law, influence supervisory practice.

2. Requirements regarding the shares and their representation

• Negotiable securities and free transferability: the shares must qualify as negotiable securities for the purposes of Law 6/2023, be homogeneous within each series, and freely transferable, except for limited legal exceptions.
• Book-entry form: the ordinary regime requires that shares be represented by book entries, with centralized registration in a central securities depository (Iberclear) and, if applicable, auxiliary registers. Royal Decree 814/2023 develops the content of the “issuance document,” which identifies issuer, number of securities, characteristics, entity responsible for the accounting registry, etc., and must be deposited with the registry entity and the market’s governing body before the first registration.
• Distribution and tradability: the legal framework requires that the admission procedure guarantees fair, orderly, and efficient trading. On that basis, market rules usually require a sufficient distribution of shares among the public (minimum free float) and capitalization and volume that make liquidity reasonable. These specific conditions are set in the internal regulations of the stock exchanges and admission circulars.

3. Information requirements: prospectus and transparency obligations

• Information prospectus (general regime): when required under Regulation (EU) 2017/1129, the company must prepare a prospectus that thoroughly describes the issuer, its financial situation and risks, the offer or admission, and the characteristics of the shares. The prospectus must be approved and registered by the CNMV and published before admission. Law 6/2023 specifies who is responsible for its content (issuer, offeror, person requesting admission, directors, guarantors, and, if applicable, lead manager).
• Exemption cases and alternative documentation: for certain operations (e.g., issues directed only to qualified investors, small volumes, or increases with shares fungible with already listed ones) EU law and Law 6/2023 provide prospectus exemptions, replaced by abbreviated documentation, maintaining a sufficient level of market information.
• Financial and ongoing information after admission: once admitted, the company is subject to periodic information obligations (annual accounts, semi-annual reports, etc.), dissemination of inside information and other relevant information, notification of significant holdings, and transactions by directors and executives, under CNMV supervision.

4. Admission procedure and division of functions

• Application and documentation: admission does not require a separate prior “administrative authorization,” but it does require prior verification of requirements. The issuer submits the application to the CNMV (for participative securities) and/or the market’s governing body, providing legal documentation of the issuer, audited financial statements, the prospectus or equivalent document, and the issuance document.
• CNMV verification: in the case of shares, Law 6/2023 assigns the CNMV the verification of compliance with legal admission requirements and approval of the prospectus when applicable. Only once this compliance is verified does the market decision proceed.
• Admission agreement of the regulated market: it corresponds to the market’s governing body (e.g., the managing companies of the stock exchanges) to formally agree on admission, based on CNMV verification and compliance with its own internal rules (free float, capitalization, trading, etc.).
• Effective start of listing: after accounting registrations are made and dissemination and public information requirements are met, the market sets the start date of trading. From that moment, the company becomes “listed” for the purposes of the Capital Companies Act, with the corresponding enhanced regime.