Economía se lanza a cambiar dos leyes para apuntalar el escudo anti-opas extranjeras

The Spanish government is preparing to amend two laws to reinforce the anti-foreign investment shield, aimed at making the country less attractive for major acquisitions. The Ministry of Economy is set to modify the system for controlling foreign investments, clarifying concepts, improving procedures, and adapting the norm to current international needs.

This reform will effectively make the anti-opaque shield more stringent. Since 2020, any significant foreign acquisition in a strategically important Spanish sector has required government approval. This shield has been used to block the public offer of acquisition (opa) of the Hungarian group Magyar Vagon on Talgo and to condition the entry of Saudi Telecom Company in Telefónica.

From 2025, up to 144 operations have been scrutinized by the Government. The deputy economic vice president, Carlos Cuerpo, proposes three major changes. Firstly, the control on European investors, which is currently temporary, will be made permanent. Currently, the requirement for European Union (EU) entities to seek permission for their operations in Spain expires in December 2026, but the Government aims to extend this measure until the end of 2027.

Secondly, the list of strategic sectors protected by the shield will be expanded to include data centers and greenfield investments, such as the construction of new technological and energy infrastructures. This measure will create a new barrier for multinational plans to install data centers in the country, which the Government is preparing a decree for with strict sustainability requirements.

Lastly, the authorization procedure will be changed to a two-phase process, with more controversial cases subjected to in-depth investigation before being raised to the Council of Ministers. A detailed mechanism for extending the authorization procedure, which currently lasts only three months but often extends further, will also be established.

The changes are currently subject to public consultation, and after considering feedback from stakeholders, the Government may draft reform proposals for legislative approval. The implementation of the shield and other factors like rising financing costs led to a 20% decrease in foreign direct investment in Spain in 2025, down to 34.016 million euros.

While most acquisitions are approved, experts believe the shield could discourage large-scale operations on major Spanish companies.