This article analyses the evolution of restructuring plans in Spain since their introduction by Law 16/2022 through to their practical consolidation in 2026, with particular attention to judicial interpretation and the main technical challenges involved in their application.
The approval of Law 16/2022, of 5 September, amending the Consolidated Text of the Insolvency Act, has brought about a structural transformation of Spanish insolvency law. In particular, the introduction of restructuring plans as a central pillar of the system marks a shift away from a model focused on formal insolvency proceedings towards one aimed at early intervention and business continuity, where liquidation is increasingly configured as a last-resort solution. This approach is consistent with other recent reforms that reinforce directors’ duties in situations of corporate distress, such as the amendment of Article 365.3 of the Spanish Companies Act.
The reform is not merely a technical update, but a genuine paradigm shift driven by Directive (EU) 2019/1023 of the European Parliament and of the Council of 20 June 2019 (the “Directive”). Within this new regulatory framework, restructuring plans are designed as flexible instruments capable of operating at early stages of financial distress, even before imminent insolvency arises.
The new Insolvency Act requires compliance with certain minimum content requirements for a restructuring plan to be valid under Article 633. These include: detailed identification of the debtor and, where applicable, of the restructuring expert; a description of the economic situation and the causes of the crisis; updated figures for assets and liabilities; identification and individual quantification of affected and unaffected creditors and shareholders, including the reasons for any exclusion; the proposed restructuring measures, whether operational or financial; the duration of those measures; estimated cash flows; a payment plan; and justification of the future viability of the business, based on a reasonable prospect of viability. The plan must also include communications, information and consultation plans with employees, and additional justifications in certain cases, for example where public claims are affected.
Compared with the previous regime, the legislator has opted for a model of broad substantive scope, allowing intervention not only in relation to liabilities, but also in relation to assets, contracts, the capital structure and even the debtor’s operational organisation. This breadth, however, requires greater technical depth in the preparation of the plan, which must include consistent financial projections, implementation timetables and an explanatory memorandum justifying the avoidance of formal insolvency proceedings in the short and medium term.
Of particular importance is the possibility of activating these instruments in situations of likelihood of insolvency. This requires an objective and sufficiently substantiated justification both in the notice of commencement of negotiations and, especially, in the application for judicial confirmation of the plan.
Nevertheless, this regulatory flexibility raises significant questions. The absence of rigid criteria in essential matters (such as the formation of creditor classes or the valuation of the company) introduces a considerable degree of uncertainty. Thus, the requirement that classes be formed by reference to the existence of a “common interest” is an open-textured legal concept that has generated substantial controversy in practice.
The application of the new regime has followed a progressive evolution in which several phases may be identified.
In an initial phase, which may be placed between 2022 and 2023, companies adopted a cautious approach, resorting to restructuring plans mainly in situations of actual or imminent insolvency. This initial caution, also reflected in the approach taken by the courts, mirrored the complexity of the new regulatory framework and the absence of consolidated interpretative criteria. A paradigmatic example is Judgment No. 83/2025 of the Commercial Court No. 1 of Córdoba, dated 21 July 2025, which held that the judge must maintain a “non-invasive” approach in the confirmation of restructuring plans, under a principle of minimum intervention.
In a second phase, between 2023 and 2024, there was a significant increase in the sophistication of restructuring transactions. Practice focused on technical issues such as the proper formation of classes, company valuation and challenge mechanisms. An example can be found in Judgment 179/2023 issued by the Civil Provincial Court of Pontevedra, Section No. 1, Appeal No. 42/2023, of 10 April 2023, which highlighted the anomalous and artificial formation of classes. In that case, the debtor cooperated with a minority of creditors to create groups that enabled the approval of restructuring plans based on the imposition of arrangements between classes.
Finally, in a more recent phase, covering 2025 and the part of 2026 elapsed so far, the system has shown signs of consolidation. The number of transactions has increased notably and more complex dynamics have emerged, such as creditor-led plans or restructurings involving a change of corporate control, which we will analyse in a separate dedicated article.
One of the most controversial aspects of the reform lies in the alteration of the distribution of power within distressed companies. The introduction of cramdown mechanisms allows a restructuring plan to be approved even against the opposition of dissenting creditors and shareholders.
This represents a break with the traditional principles of company law, under which shareholders held control over structural decisions. Under the new model, decision-making power progressively shifts towards creditors, particularly in insolvency contexts.
In this scenario, the economic valuation of the company plays a decisive role. Whether shareholders retain or lose their rights depends on the existence of residual value, turning restructuring into a process of a predominantly economic nature.
The evolution of case law will be a key element in the consolidation of the system.
During the first years of application, the courts adopted an approach favourable to the confirmation of restructuring plans, limiting their intervention to an essentially formal review. This approach responded to the need to facilitate the implementation of the new model and to promote business continuity solutions.
As litigation increased, the courts began to face more complex issues.
In this context, the Order of the Commercial Court No. 1 of Oviedo of 6 May 2024 is particularly noteworthy. It admitted the use of restructuring plans as an instrument to structure the sale of business units, thereby confirming the functional breadth of the mechanism.
Judicial practice also began to consolidate the possibility of imposing plans on dissenting creditors and shareholders, reinforcing the effectiveness of the cramdown mechanism.
Along the same lines, the Order confirmed the use of restructuring plans as a tool for structuring the sale of business units, thereby confirming the broad substantive scope of the instrument.
Judicial practice began to validate the imposition of plans on dissenting creditors and shareholders, consolidating the cramdown mechanism.
Since 2025, judicial practice has significantly tightened its review, resulting in a greater number of orders refusing confirmation due to substantive defects in the formation of classes and in the assessment of viability, as well as requiring detailed and forward-looking documentation for both the company and its creditors.
The appointment of a restructuring expert is mandatory where the plan seeks to cram down dissenting classes or shareholders, and the expert’s identity and acceptance must be included in the plan. In such cases, the expert must perform verification and technical mediation functions, and must carry out a detailed analysis of the formation of classes and of the valuation of the company as a going concern. A merely uncritical approach is inadmissible. The required standard of diligence is that of a specialised professional, who must justify in their report the proper allocation of classes and the realistic prospect of viability.
It is worth highlighting the multidisciplinary nature that should characterise the expert, who must be able to cover legal, organisational and financial aspects. In complex cases, it is particularly advisable to appoint professional firms with accredited financial and legal teams.
In the most recent phase, case law reflects a fully operational but more demanding system. Cases such as Transbiaga in 2026 show the courts’ willingness to confirm plans involving significant debt write-offs where viability is duly evidenced. By contrast, the rejection of the Real Murcia plan in 2026 demonstrates that the courts will not tolerate structural defects in the configuration of the plan.
In our view, the evolution analysed above reveals a structural tension between flexibility and legal certainty. On the one hand, the system allows for efficient solutions tailored to economic reality. On the other hand, the technical complexity and regulatory uncertainty generate both unpredictability and litigation.
Case law has played an essential role in correcting these dysfunctions, evolving towards a model of more rigorous control. In this respect, the Spanish restructuring plan system may be described as a hybrid model: consensual in its design, but progressively more judicial in its application.
The reform introduced by Law 16/2022 has profoundly transformed Spanish insolvency law, placing restructuring plans at the centre of the system. Their evolution from 2022 to 2026 shows a transition from an initial phase of flexibility towards a consolidation marked by technical sophistication and increased judicial scrutiny.
This process demonstrates that the success of the model depends not only on its legislative design, but also on its practical application and on the ability of the courts to strike a balance between economic efficiency and legal safeguards.
This article analyses the evolution of restructuring plans in Spain since their introduction by Law 16/2022 through to their practical consolidation in 2026, with particular
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