Regulation

Foreign investment control

At rēgula, we have a well-established practice in foreign investment control. EU Regulation 2019/452 marked a paradigm shift in Europe by establishing a strict framework for screening foreign investments on grounds of security and public order. Spanish lawmakers have recently adopted a set of rules to regulate foreign investment in Spain, including the introduction of Article 7 bis into Act 19/2003 and the adoption of Royal Decree 571/2023. In addition, there are specific, and even more restrictive, provisions for certain sectors, such as defense.

This regulatory framework is particularly strict and complex, and a thorough understanding is essential given its significant impact on cross-border corporate transactions and on M&A activity.

We regularly advise on consultation and notification procedures for corporate transactions before the Spanish foreign investment control authorities. We also frequently receive instructions from foreign law firms on jurisdictional issues in this area. In many transactions, our advice includes coordinating the foreign investment control procedure with national merger control, as well as with foreign investment screening in other EU jurisdictions.

Our recent work includes notifications and consultations concerning transactions across a wide range of sectors.

For example, we advised on a transaction requiring authorization because it involved a public takeover bid by an EU foreign investor for a Spanish biotechnology company. Likewise, we have handled multiple consultations before the authority on acquisitions by foreign investors of Spanish companies active in sectors such as transport, electronic surveillance systems, energy, and defense.

Regulated private contracts

Private contracting is increasingly subject to regulation. Mastery of the applicable civil and commercial rules is no longer sufficient; it is also necessary to take into account the implications of economic regulation, both in general terms and within specific sectors.

At rēgula, we assist our clients in the preparation and performance of contracts between private parties, particularly where they are subject to the administrative regulation of economic activity. Such regulation limits contractual freedom and requires consideration of critical regulatory factors, both general -primarily relating to competition law, but also to issues such as privacy, trade secret protection, and intellectual property rights- and sector-specific, depending on the industry in which the contracting parties operate.

We have experience negotiating, drafting, and adapting contracts in highly regulated contexts such as selective distribution, franchising, the agri-food sector, energy, and the circular economy.

Our approach to drafting these contracts combines experience in private contracting with the identification of regulatory requirements and constraints, while proactively managing key regulatory risks.

Sector-specific regulation

The regulation of economic activity is becoming increasingly far-reaching, both at the general and sector-specific levels (a trend that shows no sign of abating). Developing such activities requires precise and up-to-date knowledge of the applicable regulatory framework, particularly in certain industries.

At rēgula, we help our clients understand and address the regulatory challenges their business activity faces, with particular attention to those arising from new developments and from the application of rules that introduce public intervention into areas previously exempt from such oversight (as was the case with food chain regulation).

We combine expertise in sector-specific regulation with in-depth knowledge of the common and cross-cutting aspects of public intervention in economic activity, including competition law.

We have deep knowledge of the regulatory frameworks governing sectors such as agri-food, communications, defense, energy, payment systems, healthcare, and insurance.

Compliance and internal investigations

At rēgula, we provide specialized advice on the design, implementation, and evaluation of compliance systems, as well as on the legal management of internal investigations. We support our clients’ corporate governance bodies in the preventive management of legal risks and in responding to the detection of potential internal irregularities, with a technical, realistic approach tailored to the characteristics and needs of each organization.

Our compliance work covers both the design of programs from the ground up and the review and enhancement of existing models, with particular attention to the standards required by administrative and judicial authorities. We develop effective and proportionate compliance systems aligned with each client’s risk profile, organizational structure, and sector of activity.

We have particular experience in designing and implementing competition compliance programs, aimed at avoiding the effects of debarment from public procurement frequently imposed by competition authorities. To this end, we follow the compliance guidelines published by competition authorities as well as UNE Standard 19603 on compliance management in competition law. We also advise on programs concerning business integrity, relations with government bodies, prevention of conflicts of interest, and the handling of confidential information. Our assistance includes drafting internal protocols, preparing risk maps, setting up whistleblowing channels, and developing incident response models.

In the field of internal investigations, we direct and coordinate legal procedures to verify facts where there are indications of irregular or unlawful conduct. We act swiftly, discreetly, and with technical rigor, while respecting applicable rules on employment law, data protection, confidentiality of communications, and fundamental rights.

Our team defines the strategic approach for each investigation, which may include interviews, document review, digital traceability, and legal reports that enable informed decisions on internal measures, notifications to external authorities, or the commencement of legal proceedings. We also liaise with administrative and judicial authorities when required.

We advise not only companies but also individuals subject to internal investigations initiated by their employers following reports through internal whistleblowing channels. We defend their rights throughout the process and ensure respect for the legal, labor, and personal guarantees established under current law. We have in-depth knowledge of Act 2/2023 on whistleblower protection and the procedures deriving from its application, which allows us to provide technical and strategic guidance in highly sensitive contexts.

For us, compliance is not only a safeguard against legal risk but also an internal policy that enhances legal certainty, improves decision-making, and promotes a corporate culture based on legality, responsibility, and transparency.

The rēgula team has acted in compliance and internal investigation matters of high legal, organizational, and reputational complexity.

In one of the most significant cases, we represented several executives subject to an outsourced internal investigation, which presented major challenges concerning confidentiality, information control, and the protection of the rights of those investigated. The investigation resulted in a report that led the company’s governing body to impose disciplinary measures on our clients. Our advice required a close reading of an unstable corporate context and intense coordination with the lawyers handling the clients’ defense in related labor and criminal proceedings. Our team also addressed issues of personal data protection and guarantees under Act 2/2023, which led to proceedings before the Spanish Data Protection Agency and several regional whistleblower protection authorities.

In another matter, we acted as Spanish law experts, together with an international firm, in a comprehensive compliance audit of the Spanish subsidiary of a multinational industrial group. The review formed part of the group’s global compliance program and was carried out in several phases, including exhaustive document review, interviews with executives and employees, and forensic investigation techniques conducted by external specialists. The exercise culminated in a detailed set of recommendations, whose implementation we supervised over several months. This engagement also included an intensive internal training program designed to strengthen the compliance culture and prevent future breaches among employees and executives.