Ley 6/2023, de 17 de marzo, de los Mercados de Valores y de los Servicios de Inversión.

The new Spanish law on Securities Markets and Investment Services (Ley 6/2023, de 17 de marzo, de los Mercados de Valores y de los Servicios de Inversión) was published, replacing the legislation in force since 2015. The law aims to create transparent and efficient financial markets to allocate financial resources, promote public savings and integrate the Spanish economy into international financial and trade flows. The new law replaces the current „umbrella“ legislation regulating capital markets and their participants, and incorporates an increasing number of European Union regulations. Among other things, the law contains directives on the prevention of money laundering and terrorist financing, product governance and disclosure requirements.
The main purpose of this law is to address the challenges of the current competitive environment, to improve the regulatory framework for the Spanish securities markets and to align it with the latest European regulations. The law aims to eliminate unnecessary requirements for the admission to trading of fixed income securities and to adapt the information requirements of post-trading infrastructures. It also simplifies and reorganises the legal framework to regulate only the essential features of securities markets, the basic obligations and rights of market participants and clients, and the CNMV’s supervisory and sanctioning regimes. The act also simplifies the sanction regime for market participants and consolidates various infringements and sanctions based on the relevant EU regulation. The law aims to improve the technical and systematic quality of the regulatory framework in order to increase clarity, simplicity and consistency.
The new legal framework for European investment firms has led to significant changes in the regulation of investment service providers. The Act sets more appropriate requirements for smaller investment services firms while adapting the national supervisory framework. The Act differentiates the prudential requirements for investment services firms based on their size and other factors related to systemic risk and economic importance. It also sets out the requirements for entities that must obtain authorisation as a credit institution and for entities that are subject to prudential requirements without becoming a credit institution. The law also allows investment services providers that are subsidiaries of banking groups to be subject to supervision without reducing their own capital requirements.
The new Spanish Securities Market Law contains ten titles covering different aspects of the securities market. Title I contains general provisions on the scope and application of the law and on tradable assets. Title II regulates the nature and legal form of the National Securities Market Commission (CNMV), its functions, responsibilities and organisation. Title III contains provisions on the primary market for negotiable instruments. Title IV regulates the various trading venues, compensation, settlement and registration systems for securities. Title V introduces the regime for investment services firms, including authorisation procedures, information and governance requirements, remuneration policies and administrative mechanisms. Title VI sets out the regime applicable to data service providers. Title VII deals with the Investment Guarantee Fund. Title VIII contains rules of conduct for investment services firms and rules on market abuse. Title IX regulates the supervision, inspection and sanctions of the CNMV, while Title X deals with the tax regime for securities market transactions.
The law contains 8 additional provisions, 7 transitional provisions, one exemption and 15 final provisions. The additional provisions cover various topics, such as the services of the CNMV and the Bank of Spain, which acts as an alternative dispute resolution body until a competent authority for the resolution of consumer disputes is established. Transitional provisions include the adjustment of the duration of mandates for holders of positions in the CNMV, as well as transitional periods for the exclusion of voluntary brokerage of shares, the adjustment of financial advisory firms to the new regime and more. The exemption repeals previous laws and regulations covered by the new law.
The new law aims to transpose EU MiFID II and MiFIR level 2 directives into Spanish law, which will create a legal framework with strict financial requirements adapted to different categories of investment services firms. The law aims to strike a balance between the need to mitigate risks and the regulatory impetus for the competitiveness and profitability of these firms. The principles of necessity, effectiveness, proportionality, legal certainty, transparency and efficiency have been respected. The law eliminates the requirement of dual control by the regulated market operator and the CNMV in the admission procedure for fixed income securities. It systematises and reorganises the areas that need to be regulated by a law and fixes problems that the previous Stock Exchange Law had. The Act promotes better supervisory and sanctioning regimes and provides continuity with its predecessors as a true “framework law“ for the financial markets. It does not impose any additional administrative burden and is consistent with the separation of powers and the principles of transparency and efficiency.