Executive Summary
The year 2022 was the year of legal implementation: the labour reform approved in December 2021 came into force and transformed the Spanish labour market; the Startup Act completed its parliamentary passage; and ESG obligations advanced from the realm of large listed companies to a wider spectrum. At BMC, the legal department experienced one of its most intensive years, with unprecedented demand for employment law advice on the contractual adaptation process and growing activity in compliance and sustainability.
Labour market data confirmed the reform’s impact: permanent contracts represented 43.8% of all active contracts at year-end — the highest figure in decades, reflecting the structural change driven by the new regulations.
Key Highlights
Labour reform adaptation was the dominant legal task of the first half. Companies had to inventory and review all their temporary contracts, distinguishing cases where conversion to permanent status was required, those that could be maintained under the new temporary modalities (circumstances of production, substitution) and sectors that could use the permanent-discontinuous contract. The Labour Inspectorate intensified its verification actions, with particular attention to project-based contracts that had become illegal.
The Startup Act (Act 28/2022, published in December) introduced legal developments beyond the purely fiscal sphere: a deferred taxation stock option scheme for startup employees, rules for the carried interest of venture capital fund managers, and simplification of corporate procedures for emerging companies, including ultra-fast digital incorporation of limited liability companies.
In data protection, the AEPD continued intensifying its enforcement activity. Cumulative fines for the year reached €6.1 million, with proceedings affecting companies in virtually all sectors. The highest-risk areas were cookies without valid consent — the European Data Protection Board published stricter guidelines on acceptance mechanisms — workplace video surveillance and biometric data processing.
Practice Area Analysis
Corporate law and M&A: The year’s transactional activity — driven by the M&A reactivation — generated demand for legal due diligence services, with particular attention to compliance aspects — including analysis of existing whistleblowing systems in target companies — labour risks and environmental liabilities. ESG analysis in corporate transactions became standard practice.
Insolvency restructurings: The end of post-COVID insolvency moratoriums materialised the restructuring wave that had been anticipated. The new mechanisms of the Consolidated Insolvency Act — especially pre-insolvency restructuring plans — were used by heavily indebted companies to renegotiate their debt with financial creditors.
Real estate law: The Housing Act generated intense demand for advice on its impact on real estate asset portfolios, management of existing leases and structuring of new real estate investments. Identifying stressed areas by autonomous community and evaluating the status of large holder in each case were frequent technical assignments.
Regulatory Changes
The Whistleblowing Directive (Directive 2019/1937) saw its transposition deadline expire in December 2021 without Spain having incorporated it into its legal system. Non-compliance generated uncertainty for obliged companies (more than 50 employees), which had to decide between voluntarily implementing a whistleblowing channel or waiting for the Spanish law, ultimately approved in 2023.
Outlook
The year 2023 would bring full consolidation of the labour reform, approval of the Spanish Whistleblower Act and the first developments of sustainability regulation under the CSRD framework. Companies had to anticipate these changes to avoid non-compliance and leverage the opportunities offered by the new framework.
Our employment law and compliance team offered comprehensive support throughout the regulatory adaptation process, combining legal rigour with business pragmatism.
