The National Securities Markets Commission (CNMV) recognized in April 2023, in the midst of controversy over Ferrovial’s move to the Netherlands, that the company’s IPO process in the United States could be “shorter and simpler” from the Netherlands than from Spain.

This appears in the document that the regulator prepared at the request of the Government to discern whether the arguments of Rafael del Pino’s construction company justified moving its headquarters to Amsterdam first, to facilitate its debut in the United States later.

The CNMV has published the document in full now, almost a year later, although at the time it already gave a preview of it in which it insisted that nothing prevented the company from requesting a listing in the United States directly from Spain, without it being necessary to move to the Netherlands.

However, at that time it did make it clear that no Spanish company had made this move before, which suggested that there could be some uncertainty in this process, something that Ferrovial wanted to avoid.

However, the complete document, not published until now, made it much clearer that the company’s objective would be achieved in a “briefer and simpler” way in other European jurisdictions such as the Netherlands, where similar operations have occurred, which in others like Spain, where there are no precedents.

“It is equally plausible that, as there are precedents of companies in other European jurisdictions (Holland, among others) that already have companies that have gone through the direct listing process, the analysis and previous experience of the DTC (the US stock market) and the market on the legal and operational elements specific to the jurisdiction in question can make the process shorter and simpler than if it were started from Spain, where there are no precedents,” the CNMV states in the document.

In any case, Ferrovial went ahead with its plans, arguing that it was not possible to jump to the US from Spain, and in June it made its move to Amsterdam official. Right now, it is pending to begin trading on the Nasdaq during the first quarter of the year.

Before the US regulator, the company presented a brochure in which, among other risks, it pointed to the possible tax bill that the move to the Netherlands could entail if the Spanish Treasury did not find a reason for that move.

Although the Government insisted that it could have been listed in the US without moving its headquarters, the greater simplicity and shorter duration of the process referred to by the CNMV could give more weight to the company’s arguments.