Spain's competition authority – the Comisión Nacional de los Mercados y la Competencia (National Markets and Competition Commission, "CNMC") – has entered a markedly more aggressive enforcement phase. Fines are reaching record levels across multiple sectors, dawn raids have increased, and cartel investigations are proceeding at pace. International companies operating in Spain face material exposure if compliance programmes have not kept pace with this shift.
The CNMC's current enforcement push targets cartel conduct, abuse of market dominance, and failures in merger notification obligations across all major commercial sectors in Spain. Businesses structured as a Sociedad Anónima (SA, public limited company) or Sociedad Limitada (SL, private limited company) with relevant Spanish market turnover face the most direct exposure. Penalties under Spanish competition legislation can reach a substantial share of a company's total worldwide annual turnover, and senior individual liability is an active enforcement tool.
This alert summarises the CNMC's current enforcement priorities, identifies which business categories are most exposed, and sets out five immediate actions that international companies should take now.
What has changed: the current enforcement environment
Spain's competition legislation grants the CNMC broad investigatory and sanctioning powers. That regime has been strengthened significantly in recent years, both by legislative reform and by the CNMC's own enforcement policy choices. The result is a competition authority that moves faster, investigates more sectors, and imposes heavier penalties than at any prior point.
Several specific developments define the current environment. First, the CNMC has expanded its use of dawn raids – unannounced inspections at company premises – across industries including distribution, digital platforms, transport, and financial services. These inspections can occur with minimal prior notice. Companies that lack internal procedures for managing dawn raids risk compounding their legal exposure through inadvertent obstruction or document mishandling.
Second, the CNMC has sharpened its focus on market dominance abuses. A dominant position is not itself prohibited under Spanish or EU competition law. However, conduct that exploits that position – exclusivity arrangements, predatory pricing, or discriminatory supply terms – is attracting close attention. The Tribunal Supremo (Supreme Court of Spain) has consistently upheld the CNMC's broad interpretation of dominance-related obligations, reinforcing the authority's confidence in this area.
Third, merger notification thresholds remain a common source of inadvertent non-compliance for cross-border dealmakers. Transactions that meet the relevant turnover criteria under Spanish competition legislation must be notified to the CNMC before completion. Failure to notify – even where the transaction itself raises no substantive concerns – exposes the parties to direct financial penalties. This is a particular risk for international acquirers completing multi-jurisdictional deals who treat Spain as a secondary filing jurisdiction and miss local thresholds.
Fourth, the CNMC's leniency programme continues to generate cartel investigations. A company or individual that self-reports cartel participation and provides qualifying evidence can obtain full or partial immunity from fines. In practice, this means that cartel investigations often begin from within an existing arrangement – raising the stakes for every participant who does not come forward first.
For advice on managing competition risk exposure in Spain, contact Ferraz & Whitmore at info@ferrazwhitmore.com.
Who is affected and what to do now
The CNMC's enforcement priorities affect a wide range of commercial operators. The following categories face the highest immediate exposure.
Companies in concentrated markets. Any business operating in a sector with a small number of significant players should audit its vertical and horizontal arrangements. Information-sharing practices, joint purchasing arrangements, and pricing discussions with competitors – even informal ones – carry cartel risk under Spanish competition legislation.
Market-dominant operators. Businesses with a strong position in any defined Spanish product or geographic market must review supply, distribution, and pricing policies. Conduct that would be unremarkable for a non-dominant operator may constitute an abuse when carried out by a dominant one.
Companies engaged in M&A activity in Spain. Any acquirer whose transaction involves Spanish-market turnover meeting the notification thresholds must confirm whether a CNMC filing is required before signing or closing. This applies regardless of whether the main filing is made to the European Commission. Our guidance on competition law in Spain covers merger control thresholds and pre-notification procedure in detail.
Franchise networks and distribution systems. The CNMC has examined franchise and selective distribution arrangements for resale price maintenance and market allocation clauses. Agreements that restrict a distributor's pricing freedom or territory in ways that exceed what EU block exemption rules permit are at risk.
Digital platforms and data-driven businesses. The CNMC has increased resources devoted to digital markets. Algorithmic pricing coordination, platform self-preferencing, and data-access restrictions are all under active scrutiny. Companies that coordinate pricing through shared software or common algorithms should take specialist advice without delay.
The five immediate actions that international companies should take are as follows.
- Conduct an internal competition compliance audit covering all commercial agreements, pricing practices, and distribution arrangements active in Spain.
- Train senior management and sales teams on dawn raid procedures – who to contact, what to say, and what not to do in the first hours of an unannounced inspection.
- Review all pending and recently completed acquisitions against Spanish merger notification thresholds and confirm whether any filing obligation was triggered.
- Assess whether any ongoing commercial arrangement involves a competitor and carries information-sharing or market coordination characteristics that could attract cartel scrutiny.
- Evaluate leniency programme eligibility where there is any uncertainty about past conduct – timing is decisive, and the benefit of early disclosure diminishes once the CNMC has opened an investigation independently.
Companies involved in cross-border disputes arising from competition enforcement actions should also review the interaction between CNMC proceedings and corporate dispute resolution in Spain, which can run in parallel where private damages claims are pursued.
Spanish enforcement activity has direct implications for companies also operating in Portugal and elsewhere in the Iberian Peninsula. Our analysis of competition enforcement in Portugal sets out the comparable regulatory position and cross-border considerations for groups active in both markets.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our competition law practice supports international companies facing CNMC investigations, managing merger notification obligations, and building compliance programmes that hold up under regulatory scrutiny in Spain. As a law firm in Spain and Portugal with dual civil law and common law expertise, we advise clients structured as an SA or SL. As well as foreign parent entities, on the full range of competition law obligations. A lawyer in Spain with cross-border experience is essential when an enforcement action intersects with group-level exposure across multiple jurisdictions. The firm's attorneys have appeared before the CNMC and advised on cartel matters, market dominance assessments, and dawn raid responses across the Iberian Peninsula and broader EU markets. To discuss a competition law matter in Spain, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.