The Ferrovial case unfolds with Leopoldo del Pino, Rafael’s brother and a major shareholder who chairs the railway group, planning to vote against moving the registered office of the infrastructure company to the Netherlands. Reportage from El Confidencial outlines that Rafael’s sibling owns a 4.15% stake and is in favor of a U.S. listing while preferring to keep Ferrovial’s headquarters in Spain.
Even if a strict majority of shareholders supported the move, Leopoldo’s opposition would not automatically block Ferrovial from relocating. Still, the company has put in place a mechanism allowing shareholders to demand a buyback of their shares. Ferrovial has earmarked a 500 million euro pool to satisfy such requests, offering 26 euros for each share. The 500 million euros equate to 2.57% of the capital; Leopoldo alone holds 4.15%, which means a full sale by others would require the company to pay nearly 800 million euros and could bring Ferrovial’s strategy to a critical juncture. The firm has declined to comment on the matter.
Leopoldo also indicated openness to the possibility that the Spanish National Securities Market Commission, the Stock Exchanges and Markets Board, and the Ferrovial board would guide the situation. The path toward listing in the United States remains unsettled and not immediate, with officials from the Ministry of Economy acknowledging ongoing efforts to identify and reduce barriers to such a transition.
Disputes between Ferrovial and Leopoldo
Historically, conflicts between Ferrovial’s board decisions and Leopoldo’s preferences have surfaced. A notable episode involved Joaquín Ayuso and Santiago Bergareche, two former chief executives and trusted associates of Rafael, who joined the board, prompting concerns about governance practices. Their presence intensified tensions within the board as questions about governance and control surfaced. A more recent disagreement centered on whether to renew José Fernando Sánchez-Junco’s directorship after a tenure exceeding twelve years.
Who are Ferrovial’s shareholders?
The Del Pino family dominates Ferrovial’s ownership, with Rafael holding the largest stake at 20.4%, followed by his sister María at 8.2%. Leopoldo and Joaquín own 4.15% and 2.54%, respectively. In total, the Del Pinos together control a sizable portion of the company, amounting to 35.29% of the share capital, according to the regulator’s registry. This concentration shapes the dynamic on decisions that affect Ferrovial’s strategic direction and governance posture.
The next tier of ownership is led by outside investors, including a major stake held by risk-adjusted funds. The Children’s Investment Fund Management, a prominent shareholder, holds around 7.02% and has recently increased its position by about one percentage point. This evolving ownership landscape adds another layer of complexity to the board’s deliberations and the company’s broader strategic planning, especially as Ferrovial weighs whether to expand its listing footprint or reinforce its domestic base.