The proposed merger between BBVA and Banco Sabadell has entered Phase 2 of analysis by Spain’s National Commission on Markets and Competition (CNMC). This next step in the regulatory review process reflects heightened scrutiny of the financial deal of the year, with a specific focus on its potential impact on Spanish small and medium-sized enterprises (SMEs). The CNMC has expanded the participation of stakeholders during this phase, allowing relevant parties—whether directly involved or indirectly affected—to present their views on the merger’s implications for the national financial sector.

Banco Sabadell Takes the First Step

Banco Sabadell was the first to officially engage with the CNMC during Phase 2, filing its position early on Wednesday, November 13. This followed the regulator’s announcement late the previous evening that the analysis would be extended. One day later, at a national banking conference, César González-Bueno, Banco Sabadell’s CEO and close associate of Chairman Josep Oliu, publicly confirmed the bank’s formal involvement in the ongoing review. However, Banco Sabadell is far from alone in this process.

Stakeholders Opposing the Merger Join the Review

Several interested parties have since filed their objections, with most aligning against what they view as a “hostile” takeover. As of November 21, nine days after the CNMC announced its extended review, numerous organizations, associations, and representative bodies have requested to participate in this critical phase.

Minority Shareholders Push Back

Minority shareholders of Banco Sabadell, who previously banded together to oppose the merger and advocate for the bank’s independence, have also made their move. On Friday, November 15—just three days after Phase 2 was confirmed—they filed their own request to be recognized as stakeholders in the review. The Asociación de Accionistas Minoritarios de Banco Sabadell (AAMBS) formally petitioned the CNMC to be granted “interested party” status, citing their direct stake in the outcome of the review process.

In their submission, AAMBS emphasized their role as representatives of the bank’s shareholders and argued that their direct interest in the CNMC’s decision grants them the right to participate. Furthermore, they requested the ability to closely monitor the review’s progress to keep their members informed and ensure that minority shareholders can exercise their rights. Notably, the minority shareholders hold significant power in determining the merger’s fate, as their collective decision will ultimately decide its approval once regulatory hurdles, including the CNMC’s review, are cleared.

Catalan Business Associations Speak Out

Adding to the opposition, Catalonia’s SME and self-employed workers’ association, Pimec, has also declared its intention to join Phase 2 of the CNMC’s review. In a statement released on Tuesday, November 19, Pimec reiterated its concerns about the potential adverse effects of the merger on local SMEs. The organization highlighted the risk of negative impacts on small and medium-sized businesses in the region if the merger proceeds.

A High-Stakes Review

The Phase 2 analysis by the CNMC is set to shape the trajectory of one of Spain’s most significant financial operations. With multiple stakeholders presenting arguments and objections, the outcome remains uncertain. As the process unfolds, the voices of minority shareholders, regional business associations, and other key players will play a pivotal role in determining whether the BBVA-Sabadell merger advances or falters