21 July 2025 – Madrid
Spain’s National Commission of Markets and Competition (CNMC) has initiated multiple enforcement actions in recent months against companies that failed to comply with commitments and conditions set out in merger approvals and sanction proceedings, underscoring its strict stance on post-decision compliance.
At the heart of the CNMC’s enforcement drive is its Surveillance Subdirectorate, a specialized unit tasked with monitoring the execution of legally binding obligations—an entity unique in Europe and rare globally.
From Mergers to Misconduct: A Pattern of Non-Compliance
The CNMC highlighted several high-profile cases in which companies have breached obligations linked to competition resolutions. These include both merger-related commitments and sanctions resulting from anti-competitive behavior.
Telefónica: Repeated Breaches in Pay-TV Market
Telefónica was fined for failing to comply with commitments it made during its 2015 acquisition of DTS (formerly Sogecable). The breaches involved the terms and duration of premium content contracts, the operation of those agreements, and shortcomings in making certain on-demand channels available under fair wholesale conditions.
Additionally, the CNMC has opened a separate proceeding against Telefónica over its alleged use of permanence clauses in pay-TV services, which may violate previous commitments.
Barcelona Bar Association (ICAB): Price Guidance Violations
The Barcelona Bar Association (ICAB) was sanctioned for reintroducing price guidance for legal fees, breaching two previous CNMC resolutions. Although the Association had initially complied with an earlier 2018 ruling against such guidance, it later circulated the previously validated criteria as quasi-mandatory fee schedules to over 4,000 lawyers and even to professionals in other regions.
Naviera Armas: Disclosure Failures in Maritime Merger
Naviera Armas, following its acquisition of Transmediterránea, failed to notify vessel changes and service suspensions as required. These included the temporary replacement of the “Volcán de Teide” on the Huelva-Canary Islands route and the long-term suspension of service by the Vronskiy between Motril and Melilla.
Port Services Case: Late Reporting on Key Pricing Data
Moorning & Port Services SL, after merging with Cemesa Amarres Barcelona, failed to deliver the mandatory 2023 annual report, obstructing the CNMC’s ability to evaluate pricing practices in ship mooring services at the Port of Barcelona.
Mémora: Shutdown of Divested Funeral Home
Mémora breached divestment conditions by allowing a funeral home in Zarauz to cease operations for over six months, despite being obliged to manage the site diligently until a new owner was found. Additionally, five monthly reports were submitted late by the administrator supervising the divestment process.
Hefame: Bylaws and Transparency Failures
In another case, pharmaceutical cooperative Hefame was sanctioned for not informing shareholders about its legal commitments following a merger with Cofarcu and for failing to send key compliance documentation to the CNMC.
A Warning to the Market
The CNMC stressed that commitments and conditions are not optional, and that their enforcement is central to preserving fair competition in Spanish markets. The agency warned that an increase in breaches necessitates stronger oversight and encouraged companies to review their internal compliance processes.
The surge in sanctions also highlights the role of the CNMC’s Surveillance Subdirectorate, which serves as a dedicated compliance watchdog unmatched in other European jurisdictions—including the European Commission.
“Companies must understand that these obligations are not formalities,” the CNMC noted. “They are binding legal duties designed to protect market integrity—and non-compliance will be met with serious consequences.”
As the Spanish competition authority continues to expand its oversight role, this latest round of enforcement sends a clear message: post-merger commitments and regulatory obligations will be rigorously policed.
Source: https://blog.cnmc.es/2025/07/21/empresas-sancionadas-cnmc-incumplimiento-resoluciones/
