Norway’s sovereign wealth fund Norges Bank will cast its votes as a shareholder in the ongoing railway dispute surrounding the relocation of its headquarters from Madrid to Amsterdam. The decision will be made at the general assembly meeting held in the Spanish capital, shaping the future direction of the Spanish multinational involved. Backed by the Norwegian government, the fund argues that the corporate migration does not maximize value for all company shareholders and explicitly opposes moving the headquarters. Norges Bank’s subsidiary holds about 1.5% of the Spanish construction firm’s capital, equating to roughly 300 million euros in stake. When evaluating corporate transactions, the institution emphasizes the importance of clear transparency, equal treatment of all shareholders, and the avoidance of conflicts of interest, as stated on its website. This stance reflects a broader commitment to governance practices that protect minority interests and ensure open, accountable decision making for all investors.
Corporate governance advisors have warned about the potential risks to minority shareholders posed by the move. Dutch law provides less power to minority investors compared to Spanish law, which could influence outcomes at the voting stage. While Norges Bank’s votes are not expected to derail the plan, the operation could come under pressure if more than 2.56% of the company’s shareholders request redress by pulling capital out of the firm. Ferrovial has reserved up to 500 million euros to address such demand scenarios, but that buffer may prove insufficient if a larger portion of shareholders choose to exit.
Several associations representing minority shareholders including the World Investors Federation, European Better Finance, and the Spanish AEMEC have voiced support for protecting shareholder sovereignty and freedom of establishment within the European Union. These groups emphasize the importance of balanced shareholder rights and transparent governance as fundamental pillars of cross border corporate moves in the EU.
Other investors in Ferrovial’s equity, such as the TCI fund which holds about 7% of the company through derivatives, have signaled support for the takeover by voting in favor. Large institutional players like Calpers and Calstrs from California, CPPIB from Canada, and Calvert Investments, which manages funds for Morgan Stanley, have also indicated they will align with TCI and vote in favor of the proposed shift. The collective backing from these funds underscores the complex network of interests behind the corporate relocation.
Conflict with the Government
In late February, Ferrovial announced the transaction, sparking a strong reaction from segments of the Spanish government. A formal letter to Ferrovial chief executive Ignacio Madridejos, from a senior Spanish official, underscored that the company could list on the New York Stock Exchange without relocating its parent company to the United States. The communication highlighted a preference for maintaining national corporate structures while exploring the possibilities available on global markets. Holland, as a reference point in the broader European context, was cited to illustrate that the listing alternative exists independent of a relocation.
As the general assembly approached, the government pressed Ferrovial to provide a detailed report on the matter at the upcoming Thursday meeting. The administration continued to push for reconsideration by the company’s leadership, signaling a clear expectation that the executive team revisit its decision. This dynamic spotlights the friction that can arise when strategic corporate moves intersect with national policy considerations and investor protections.