{"id":19241,"date":"2026-04-29T15:42:48","date_gmt":"2026-04-29T15:42:48","guid":{"rendered":"https:\/\/seegman.com\/restructuring-plans-in-spain-law-16-2022-evolution-case-law-and-practical-considerations-2022-2026\/"},"modified":"2026-04-29T15:42:49","modified_gmt":"2026-04-29T15:42:49","slug":"restructuring-plans-in-spain-law-16-2022-evolution-case-law-and-practical-considerations-2022-2026","status":"publish","type":"post","link":"https:\/\/seegman.com\/en\/restructuring-plans-in-spain-law-16-2022-evolution-case-law-and-practical-considerations-2022-2026\/","title":{"rendered":"Restructuring Plans in Spain (Law 16\/2022): Evolution, Case Law and Practical Considerations (2022\u20132026)"},"content":{"rendered":"\t\t
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Restructuring Plans in Spain (Law 16\/2022): Evolution, Case Law and Practical Considerations (2022\u20132026)<\/h1>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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This article analyses the evolution of restructuring plans in Spain since their introduction by Law 16\/2022<\/a> through to their practical consolidation in 2026, with particular attention to judicial interpretation and the main technical challenges involved in their application.<\/p>\n\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Introduction: a paradigm shift in insolvency law<\/strong><\/h2>\n

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\u2019 duties in situations of corporate distress, such as the amendment of Article 365.3 of the Spanish Companies Act.<\/a><\/p>\n

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 \u201cDirective\u201d). 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.<\/p>\n

Initial configuration of restructuring plans in Spain: flexibility and anticipation<\/strong><\/h2>\n

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.<\/p>\n

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\u2019s 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.<\/p>\n

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.<\/p>\n

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 \u201ccommon interest\u201d is an open-textured legal concept that has generated substantial controversy in practice.<\/p>\n

Practical evolution of restructuring plans (2022\u20132026)<\/strong><\/h2>\n

The application of the new regime has followed a progressive evolution in which several phases may be identified.<\/p>\n

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 C\u00f3rdoba, dated 21 July 2025, which held that the judge must maintain a \u201cnon-invasive\u201d approach in the confirmation of restructuring plans, under a principle of minimum intervention.<\/p>\n

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.<\/p>\n

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.<\/p>\n

The shift in power: from shareholders to creditors<\/strong><\/h2>\n

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.<\/p>\n

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.<\/p>\n

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.<\/p>\n

The judicial response: evolution of judicial control<\/strong><\/h2>\n

The evolution of case law will be a key element in the consolidation of the system.<\/p>\n