Keys and Regulations for Listed Companies in Regulated Markets

Particularities of companies listed on a regulated market

Companies have their own regulations. The regulation offers particularities depending on whether the company is a public limited company or a limited liability company. The regulation also establishes special features in the case of companies listed on a regulated market. Some of these special features are discussed below.

Concept of listed company and scope of application

Listed companies are public limited companies whose shares are traded on a Spanish regulated market. The general provisions apply to them, with certain particularities, such as the minimum percentage for exercising certain shareholder rights and the deadlines for challenging corporate resolutions.

Public limited companies with shares traded on regulated markets in other Member States or third countries are subject to the general provisions with special features. And, they must comply with the law of the relevant foreign market.

Freedom of broadcasting

Prior administrative authorisation is not required for the issuance of transferable securities. The issuer may use appropriate placement techniques of its choice. Units and shares issued by private equity and other closed-end collective investment undertakings shall be considered negotiable securities in this context.

The issuer must be legally incorporated under the laws of the country in which it is domiciled. In addition, it must operate in accordance with its memorandum of association, articles of association or other equivalent documents s. The transferable securities must comply with the applicable legal regime. And, where the issuer is obliged to draw up a prospectus, the placement must comply with the conditions set out in the prospectus .

Information leaflet

Transferable securities may only be offered to the public or admitted to trading on a regulated market after prior publication of a prospectus.

However, there are exceptions to the obligation to file a prospectus in certain cases. Such as, for example, offers of promissory notes with a maturity of less than 365 days, among others.

Growing SME market

Multilateral Trading Facilities (MTFs) or segments that meet the legal requirements can be registered as an SME growth market. This requires that the application comes from the governing bodies that operate them.

These markets must have appropriate criteria for the admission and continuous trading of issuers’ financial instruments. At least 50% of issuers whose securities are admitted to the MTF are required to be SMEs at the time of registration. In addition, they must ensure compliance with the requirements applicable to issuers and persons discharging managerial responsibilities.

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Website

Capital companies may have a corporate website, which is mandatory for listed companies.

Voting rights

In public limited companies, the articles of association may, in certain cases, set a maximum limit for votes. In the case of votes cast by the same shareholder, companies of the same group or those acting jointly with them . This does not apply if, following a takeover bid, the bidder holds 70% of the capital conferring voting rights .

Right of separation in case of non-distribution of dividends

Shareholders who have protested against insufficient dividends may withdraw if the distribution of 25% of the previous year’s profits is not agreed. To do so, five years must have elapsed since registration in the Commercial Register and profits must have been made during the previous three financial years. This rule does not apply to listed companies or companies whose shares are traded on a multilateral trading system.

Mandatory nature of the rules of procedure of the General Meeting

The general meeting of shareholders of a listed company shall approve specific regulations governing its operation, in compliance with the law and the Articles of Association.

These regulations must be notified to the Comisión Nacional del Mercado de Valores, which will register them in the Mercantile Register and publish them.

Equal treatment

Listed companies should ensure equal treatment of all shareholders in terms of information, participation and exercise of voting rights. Measures should be taken to ensure that persons with disabilities and the elderly have access to the information and support necessary to exercise their vote.

Publicity of the call

Listed companies must announce the notice of their general meeting, ensuring rapid and equal access to information for all shareholders. The announcement of the call shall be made through the media. It must be published in the Official Gazette of the Mercantile Registry, the website of the CNMV or the website of the convening company.

Content of the notice of convocation

The notice of convocation must include the required legal mentions. As well as the deadline for shareholders to register their shares and to participate and vote at the general meeting. It should also indicate where and how to obtain the full text of the documents and proposed resolutions. And also the address of the company’s website where the information is available.

In turn, the announcement must contain the procedures shareholders must follow to participate and cast their vote.

Remote participation

In the event that the general meeting of a listed company is held telematically, shareholders must be able to delegate or exercise their vote in advance. In addition, the minutes of the meeting must be drawn up by a notary.

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