Executive Summary
The year 2023 was marked in the legal sphere by the approval of high-impact business regulations: the **Act 2/2023 on whistleblower protection** obliged thousands of companies to implement internal reporting channels; the **Housing Act 12/2023** transformed the urban rental framework; and the consolidation of corporate compliance as a strategic discipline continued accelerating. At BMC, the legal department recorded record demand for compliance, data protection and employment law advice.
Implementation of reporting channels was the most demanded legal task of the year, with BMC completing more than 60 projects to design and implement internal information systems for clients across different sectors and sizes.
Key Highlights
The Whistleblower Act (Act 2/2023) entered into force in June 2023, with a three-month adaptation period for companies with 50 to 249 workers. The legislation, which transposed the European Directive 2019/1937, established a comprehensive framework for protecting whistleblowers: confidentiality, prohibition of retaliation, response deadlines and a penalty regime. Companies had to not only implement the technical channel — software or management platform — but also approve an internal usage policy, designate a system manager and train employees on its existence and operation.
Data protection continued to be a high-activity area. The AEPD imposed cumulative fines of €7.8 million, with proceedings affecting companies in practically all sectors. The interaction between the Whistleblower Act and the GDPR generated relevant interpretive questions: channel management involves the processing of personal data of both informants and reported persons, with specific obligations regarding information provision, data minimisation and retention periods.
The labour environment remained dynamic. Consolidation of the 2021-2022 reform revealed some interpretive grey areas that were subject to court rulings and Labour Inspectorate administrative criteria. Working time and time-tracking continued to be the main focuses of inspection activity.
Practice Area Analysis
Corporate law and M&A: Transactional activity continued generating demand for legal due diligence services, with special 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.
Restructurings: The end of post-COVID insolvency moratoriums materialised the restructuring wave that had been anticipated. The Consolidated Insolvency Act’s new mechanisms — especially pre-insolvency restructuring plans — were used by heavily indebted companies to renegotiate their financial debt with 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 large holder status in each case were frequent technical tasks.
Regulatory Changes
Artificial intelligence began raising emerging legal questions as the AI Act legislative process advanced (formally approved in 2024). Companies using AI in HR processes, credit scoring or automated decision-making had to start evaluating potential regulatory risks.
Activity in data protection legal services intensified in the face of the growing complexity of the privacy regulatory ecosystem.
Outlook
The year 2024 would bring consolidation of reporting channel systems, the start of first specific Whistleblower Act inspections, and the entry into force of the European AI Act. Companies also had to prepare for the 37.5-hour working week that the government had announced for negotiation in 2024. The legal environment continued to be highly demanding, with a regulatory agenda that showed no sign of letting up.
Our compliance and business law team continued accompanying clients in the proactive management of their legal obligations, transforming regulatory complexity into competitive advantage.
