The decision to relocate its headquarters to the Netherlands drew a sharp response from the Government. Officials questioned the move and explored strategies to counter it. Nadia Calviño, who had served as First Vice-President and Minister of Economy, and Teresa Ribera, the current Vice President and Minister for Ecological Transition, voiced concern about the potential impact and suggested that the relocation might be used as a shield against capturing capital in Spain. Ribera indicated that such a step could be seen as a political action tied to Ferrovial’s leadership, underscoring that the government was closely examining possible implications within Spain’s framework for overseeing investments in strategic sectors. The policy measures in question were originally rolled out during the early stages of the pandemic and extended on multiple occasions, with fiscal and regulatory authorities aiming to deter or slow the sale or transfer of control of large Spanish enterprises to foreign buyers at attractive valuations.
In several remarks made to Cadena Ser Galicia, Ribera stated that Ferrovial’s decision represented a political move by the company’s president at the time, Rafael del Pino, and she noted that the Executive was still assessing how to prevent the company’s departure under the Spain oversight framework for investments in strategic sectors. The government’s stance centered on whether explicit authorization would be required if Ferrovial pursued activities in strategically sensitive domains after relocating. The cabinet’s eventual decision would determine if residency changes triggered regulatory checks or tighter scrutiny, and whether any obstacles would arise for a cross-border reorganization.
The concept of an anti-takeover shield emerged as a form of precaution, described as a protective measure that could allow or bar foreign investments in transactions exceeding certain thresholds. Under the evolving rules, deals involving more than 500 million euros or more than 10 percent of a company operating in critical sectors such as energy, transportation, water, or health could come under government oversight. Initially, the measures targeted non-EU investors, but by November of the cited year, authorities extended the restrictions to investors from EU member states and other members of the European Economic Area, provided they are controlled by entities outside the designated community. This adjustment reflected a broader approach to safeguarding national strategic interests in the face of cross-border corporate movements.
The interpretation of Ferrovial’s actions and the legality of relocating its registered office to Amsterdam remained a focal point. The Dutch parent company, Ferrovial Internacional SE, functioned as the sole shareholder of the Spanish parent, triggering questions about whether the group’s activities remained aligned with the aims of the oversight framework. Although the company’s operations spanned construction and related services, the regulatory view considered how such activities fit within the safeguards designed to protect strategic assets from foreign consolidation. The Netherlands, with Ferrovial Internacional SE at the helm, was seen as a jurisdiction that could influence control, yet the core issue was whether the move compromised or preserved Spain’s strategic interests.
Nadia Calviño, awaiting a final assessment expected later that Monday, noted that technical analyses were being conducted in multiple ministries and by the National Securities Market Commission. These analyses sought to gauge the consistency of Ferrovial’s rationale for relocating its registered office and to determine if the financial reasons, accessibility, and legal certainty offered by the Amsterdam arrangement sufficiently justified the decision. The process was framed by concerns about how the shift would affect investor confidence, the stability of corporate governance, and the availability of clear regulatory pathways under the evolving oversight regime. Attribution: coverage of the discussion provided by Cadena Ser Galicia and official statements from government officials is recorded for context in ongoing reporting.