MERCANTIL LAW
An Essential Key for Large Companies in 2025
Restructuring plans are regulated for the first time in Spanish insolvency law through Law 16/2022, of September 5, which extensively reformed the Consolidated Text of the Insolvency Law (TRLC) to transpose Directive (EU) 2019/1023 on preventive restructuring frameworks, debt discharge, and disqualifications. This regulation introduced a new legal framework to strengthen early and preventive restructuring as the primary alternative to avoid or overcome insolvency.
Article 614 of the TRLC defines restructuring as the set of measures adopted to modify the composition, conditions, or structure of a company’s assets and liabilities, as well as any other action that may influence its organization to ensure its viability and continuity. This concept becomes particularly relevant in the current context, where market volatility and sectoral transformations force companies to anticipate adverse scenarios through preventive strategies that reinforce their financial sustainability.
Preventive restructuring has become an essential tool to guarantee the continuity and competitiveness of large companies. Restructuring plans emerge as a practical solution to adapt the financial structure, improve liquidity, and renegotiate payment obligations in an orderly manner.
In an increasingly complex business environment, where corporate decisions cannot be based solely on financial calculations but require strategic vision and a deep understanding of regulatory implications, restructuring plans facilitate the search for consensus with creditors and other stakeholders — seeking a viable exit that avoids liquidation or the paralysis of business activity. For large corporations, this approach becomes a high-value instrument, not only protecting the company’s reputation but also allowing, in many cases, the relaunch of the business under a more solid structure.
However, adopting a restructuring plan is not a process without challenges. The early identification of financial deterioration symptoms, negotiation with key creditors, and adaptation to deadlines and regulatory requirements can be complex without specialized advisory services. This highlights the importance of a preventive and strategic approach, integrating both the legal and economic-financial perspectives to minimize risks and maximize the chances of success.
Impact on Shareholders
A key aspect of these plans is the impact on the company’s shareholders. Article 631 of the TRLC establishes that shareholders cannot block a restructuring plan if it is necessary to avoid the company’s insolvency, which represents a limitation on their right to oppose.
Specifically, section 4 of the article provides that the adopted measures may include capital reductions, debt-to-equity conversions, and other alterations affecting the company’s structure. Furthermore, Article 632 of the TRLC allows the extension of the plan’s effects to dissenting shareholders, reinforcing its effectiveness and ensuring the company’s viability.
Four Pillars of Strategic Restructuring Plans
Early Risk Diagnosis
Analyzing the company’s financial and operational situation to anticipate possible insolvency scenarios and plan tailored restructuring strategies that enable the company to make timely decisions in critical moments.
Design and Implementation of Restructuring Plans
Each plan must be adapted to the specific conditions of the company, carefully consider the expected economic outlook, set a payment schedule consistent with viable economic expectations, and reach agreements with creditors that maintain their confidence in the project. All this must be based on a strict legal adaptation of the proposals to the current insolvency regulations.
Negotiation with Creditors and Stakeholders
Negotiation with financial institutions, suppliers, and other relevant creditors must be based on the protection of both the company’s book value and its reputation.
Legal Monitoring and Defense of the Approved Plan
It is absolutely essential to maintain professional supervision during the so-called “day after”, ensuring that the execution phase of the restructuring plan is monitored, compliance with agreed conditions is verified, and any incidents or disputes that may arise are resolved.
The Role of the Restructuring Expert
One critical figure in these processes is the restructuring expert, regulated in Articles 672 and following of the TRLC. This professional plays a key role in the negotiation and supervision of restructuring plans, ensuring their viability and facilitating communication between debtors and creditors. When choosing this expert, it is essential to assess their experience in insolvency and financial law.
With an eye on 2025, preparing for future scenarios becomes an unavoidable task for large corporations seeking to maintain their competitiveness and solvency. The proper implementation of restructuring plans, combined with the use of available legal tools, will mark the difference between business continuity and disappearance in an increasingly demanding environment.
