Anticompetitive conducts in 2025
Investigations continue, but fewer fines are imposed: has a decline in leniency applications had an impact?
During 2025, the CNMC maintained a similar level of investigative activity in respect of restrictive practices compared to previous years.
However, this has not translated into a significant number of proceedings ending with an infringement decision. Last year the CNMC:
- adopted 19 decisions relating to anticompetitive practices: only four ended with a declaration of infringement, one was resolved through a commitment’s decision, and 14 were closed without an infringement declaration
- opened four new infringement proceedings (this is broadly consistent with the number of proceedings in previous years, although lower than in 20241).
In addition, the authority conducted six dawn raids in 2025. So far, only one has led to the formal opening of infringement proceedings (Case S/0014/25, FBO).
None of the investigations that ended with a declaration of infringement originated from a leniency application. In fact, we haven’t seen such a case since mid‑20232.
The CNMC’s fining activity: saved by the bell
Of the four infringement proceedings that ended with an infringement declaration last year, the CNMC issued:
- two abuses of dominance decisions3 (one concerning self‑preferencing and another involving an exclusionary practice)
- one cartel decision for bid‑rigging4
- one vertical restriction decision relating to resale price maintenance5.
A further case concluded with a commitments decision (i.e., without an infringement declaration but with binding commitments by the investigated company to address the CNMC’s competition concerns6).
Except for one infringement decision (Case S/0011/23 Eólica de Alfoz), all were adopted in December 2025. One could say that the CNMC was saved by the bell.
Debarments: the CNMC to set the scope and duration
One of the most significant developments in 2025 was the CNMC beginning to determine the scope and duration of the debarment provided in Article 71.1 of the Spanish Public Procurement Law (LCSP), without referring that matter (as had been the practice until now) to the Spanish Public Procurement Board. This provision prohibits companies from bidding on public contracts in certain circumstances, including if they have been sanctioned for serious infringements of competition rules. The CNMC’s new practice follows an announcement made in 2023.
This happened first in its abuse of dominance proceedings against energy company Eólica de Alfoz. Since then, the CNMC has determined the scope and duration of the debarment in each and every infringement proceeding that has concluded with a finding of a serious or very serious infringement, namely, Cases S/0001/23 Servicios Agencias de Viaje; S/0006/23 UFD Contadores; and S/0015/23 ICON (the last one concerns a vertical restriction involving resale price maintenance).
Although we will need to see more decisions to more precisely specify the way in which the CNMC sets the scope and duration of a debarment, we can draw some preliminary conclusions from the 2025 cases:
- Scope from a geographical perspective: so far, the CNMC has set the geographical scope of debarments to cover the entire Spanish public sector (and, therefore, covering all of Spain), even in cases where the investigated conduct occurred in a more limited geographic market7.
- Scope from a product/service perspective: the CNMC has made it clear in the four existing precedents that a debarment should not extend to all activities carried out by the infringing entity. That said, when determining the scope of a debarment, the CNMC has, in some cases,8 considered not only the product/service affected by the infringement but also other markets that may have been impacted. In fact, in its decision against Eólica de Alfoz, the CNMC indicated that, when restricting the debarment to the affected product/service would not provide sufficient deterrence, the prohibition may be extended to other sectors or activities in which the sanctioned entities engage in business involving public procurements.
- Duration of the prohibition: Article 72.6 of the LCSP provides that the prohibition may last for a maximum of three years. In the four infringement decisions that have been adopted, the duration set by the CNMC ranged from three to six months.
- Liability of the parent company: in each of the four cases, the CNMC has not considered that the debarment should be imposed on parent companies, irrespective of whether the parent is declared jointly and severally liable for the subsidiary’s infringement.
Merger control in 2025
A year of significant M&A activity and many complex cases
2025 concluded with a total of 115 mergers authorized by the CNMC, an all‑time record since its creation. By way of comparison, there were 82 authorized mergers in 2024 and 68 in 2023.
However, 2025 stood out not only because of the higher number of cases, but also the complexity of many of them:
- The number of cases referred to phase 2 is noteworthy, with a total of six9 (double the 2024 tally10).
- Two mergers were authorized in phase I with commitments, although this represents a considerable decline compared to 2024, where we saw seven.
In our view, these figures confirm the high level of scrutiny that the CNMC is applying in merger control, as well as its willingness to open phase 2 or require commitments in phase 1 whenever it identifies potential competition risks that may impede the maintenance of effective competition.
Additionally, and in line with trends from recent years, all transactions approved with commitments in 2025 (regardless of the phase) involved behavioral remedies. This pattern confirms the CNMC’s willingness to assess and accept this type of remedy, provided that it effectively addresses any competition concerns identified.
It is worth highlighting that in Case C/1586/25 Ribalta Pujol/Fiasa/Calaf Grup/Grupo Pujol/Formigons.Cat JV, the CNMC took into account the fact that the sector affected by the transaction had previously experienced anticompetitive practices. As a result, it required the parties to offer a commitment consisting of preparing and incorporating into the shareholders’ agreement a competition compliance protocol, with the aim of preserving the autonomy of the JV and preventing the exchange of sensitive information between the parent companies.
The CNMC’s first ever merger prohibition
For the first time since its creation in 2013, the CNMC issued a prohibition decision in a merger control case.
It blocked Curium’s acquisition of IRAB11, concluding that the transaction would significantly impede effective competition in the market for radiopharmaceuticals used in PET medical procedures.
Much has been written about this decision and whether it could mark a turning point towards tougher enforcement in merger control cases. However, we consider that the CNMC’s prohibition should be seen in the context of the specific characteristics of the transaction in question.
The authority’s decision highlighted the high pre‑existing level of market concentration (which would have resulted in a de facto monopoly in several Spanish regions) and the elimination of the only competitor with an independent cyclotron in north‑eastern Spain12. The CNMC identified risks of significant unilateral effects (i.e., price increases, reduced choice, and higher barriers to entry and expansion), as well as coordinated effects in a market where there had been previous collusive behavior13. Neither the behavioral commitments offered by Curium nor the potential conditions explored by the CNMC were considered suitable to remove the competition concerns that had been identified.
Therefore, in our view, the key takeaway from the case is not that the CNMC has toughened its enforcement, but rather that the transaction in question presented serious competition problems that were difficult to remedy.
The BBVA/Sabadell transaction drew most media attention
Much media attention during 2025 focused on the takeover bid (IPO) launched by BBVA on Banco Sabadell.
Despite this interest, from a purely merger control standpoint, the transaction did not prove to be that different from other banking mergers reviewed by the CNMC in recent years.
The CNMC authorized the transaction in phase 2, subject to behavioral commitments agreed with BBVA. These commitments were in line with those offered in previous banking merger cases, including conditions aimed at the protection of vulnerable customers, communications to customers, maintaining a physical presence in certain territories, maintaining commercial terms in problematic regions, maintaining credit lines for SMEs, transitional access to ATMs, and merchant acquisition services.
Probably the most significant aspect of this case was that, after the CNMC’s clearance, the Council of Ministers of the Spanish Government imposed additional conditions requiring the two entities to maintain their “separate legal personality and assets, as well as autonomy in their activity” for three years.
This is the first time the Council of Ministers has imposed additional conditions not contemplated by the CNMC based on public interest grounds other than competition.
What 2026 may bring
Public procurement will likely remain in the spotlight
In 2025, several CNMC officials indicated that the authority had allocated resources to detect anticompetitive conduct using artificial intelligence tools.
In particular, the officials stated that it had continued to improve its tool (known as the Bid Rigging Algorithm for Vigilance in Antitrust, or BRAVA), which is designed to analyze and classify bids submitted in public tenders to assess whether they may be potentially collusive.
Dedicating this administrative resource could imply that, throughout 2026, the CNMC will continue to focus on pursuing potential bid-rigging practices. This would be consistent with the lack of leniency applications and the authority’s aim to fill that gap through ex officio activity.
Institutional changes and other potential developments
At an institutional level, the president and two board members of the council of the CNMC are entering what should, in principle, be the final months of their terms (ending next June).
It is still uncertain whether, during these final months, the CNMC will address certain issues that officials have publicly announced in various publications. These include, among others: (i) the introduction of a settlement procedure; and (ii) the amendment of the compliance program guidelines (currently under public consultation).
Significant input also provided by Alejandro Muzas.
Footnotes
1. In 2024 eight infringement proceedings were opened, compared with seven in 2023 and only three in 2022.
2. Case S/0002/21 – Bases de Datos Empresariales.
3. See the CNMC decision of 30 July 2025 in Case S/0011/23 Eólica de Alfoz (available here) and the decision of December 19, 2025 in Case S/0006/23 UFD Contadores (available here).
4. See the CNMC decision of December 10, 2025 in Case S/0001/23 Servicios Agencias de Viaje (available here).
5. See the CNMC decision of December 3, 2025 in Case S/0015/23 ICON (available here).
6. See the CNMC decision of December 17, 2025 in Case S/0013/22 – Google Derechos Conexos (available here).
7. This is the case in S/0006/23 UFD Contadores and S/0011/23 Eólica de Alfoz, where, although the sanctioned conduct took place in geographically limited markets, the CNMC considered that, as related markets with a national geographic scope were affected, the prohibition on contracting should also have a national geographic scope.
8. Cases S/0006/23 UFD Contadores and S/0011/23 Eólica de Alfoz.
9. In Cases C/1544/25 Oximesa/Esteve Teijin Healthcare, C/1563/25 Hospital Polusa/Clínicas Gaias Lugo, C/1579/25 Salzillo/Lázaro Soto, C/1605/25 Grupo Balearia/Activos Armas Algeciras–Tanger, C/1607/25 Balearia/Activos Armas Alboran and C/1608/25 Balearia/Activos Armas Canarias.
10. However, three of those phase 2 cases relate to the same overall transaction, namely Balearia’s acquisition of the Grupo Armas business (see Cases C/1605/25, Grupo Balearia/Activos Armas Algeciras – Tanger, C/1607/25 Balearia/Activos Armas Alboran, and C/1608/25 Balearia/Activos Armas Canarias).
11. Case C/1501/24, Curium/Irab (available here).
12. This is particularly important given the need for production facilities to be geographically close to customers due to the short half‑life of radiopharmaceuticals.
13. Indeed, in Case S/0644/18 the CNMC fined the two main pharmaceutical producers of PET radiopharmaceuticals in Spain, including Curium, EUR 5.76 million.
