The Spanish Bars sound the alarm over funds entering law firms: the CGAE studies whether capital structures bypass the profession's safeguards
The CGAE receives queries on how to fit financial capital into law firms and studies whether the structures used respect professional deontology.
The entry of financial capital into law firms has stopped being an Anglo-Saxon anecdote to become a first-order regulatory problem in Spain. The Professional Deontology Commission of the General Council of Spanish Lawyers (CGAE) has received several queries in recent months — from firms already backed by funds and from lawyers advising the deals — on how to proceed, and its president, Manuel Mata, does not hide it: "We are very concerned", he told El Confidencial, stressing that the debate goes far beyond the profession's corporate interests.
The structures that concern the Commission
The queries reaching the Commission ask how to proceed and what deontological considerations should be taken into account. The scenario that causes most concern is that of structures artificially splitting a legal activity that in practice works as a single business: an increasingly reduced professional partnership, focused on signing filings and the formal execution of legal acts, alongside one or more trading companies owned by the fund that take over client acquisition, the commercial relationship, support, matter financing and management of the economic resources.
The risk, in the Commission's analysis, is twofold: for users, the guarantees the law attaches to the professional partnership are weakened — control by registered professionals and subjection to the deontological and disciplinary regime — and for bar oversight an essential part of the activity falls outside its reach, because the trading company is not registered with a bar. Mata recalls that article 6.4 of the Civil Code on fraus legis is one of the legal system's answers: "The criterion must be material, not formal: who decides, who benefits and who answers to the client".
Law 2/2007 on Professional Partnerships sets the framework: practising law in common requires a professional partnership, with the majority of capital and voting rights in the hands of professional partners, who must also be at least half plus one of the management body; failure to meet these requirements is a ground for dissolution (art. 4.5). That is why what matters, Mata warns, is not the label but identifying who actually delivers the legal service, who controls the organisation and who takes the decisions affecting the client relationship.
The underlying question: capital yes or no, or how
From the Madrid Bar, the position nuances the debate: "The debate is not capital yes or capital no. The real question is how to reconcile investment, innovation and firm growth with the guarantees that justify a singular treatment of the legal profession", bar sources say.
The institutional debate arrives with the market already moving. The sale of Garrido to Ufenau for close to 100 million euros, Grant Thornton's platform under New Mountain — which has just halted the Vaciero purchase over its price — or the reorganisation of Pérez-Llorca with McKinsey and a 100 million loan draw a map in which financial capital is already a structural actor of the Spanish legal sector.
The European precedent: the Halmer judgment
The debate already has a relevant European ruling: the CJEU judgment of 19 December 2024 (case C-295/23, Halmer Rechtsanwaltsgesellschaft), delivered by the Grand Chamber at the request of the Bavarian bar court. The court held that the German ban on purely financial investors entering law firms was compatible with the Services Directive and the free movement of capital, without obliging other Member States to replicate the German model.
For Mata, Halmer's relevance for Spain lies not in the German ban — Spanish law admits non-professional partners — but in its principles: "The independence of the lawyer and the absence of conflicts of interest are guarantees for the litigant and for the proper administration of justice. They have backing in EU law, and they are put at risk both by formal control and by mere capacity for economic influence". The Commission president also warns of opportunistic funds, "both American and European", that cannot develop these structures in their own countries and are looking at Spain, which they see as a more permissive system. The CGAE's answer will mark the playing field for the sector's next deals.
Source: El Confidencial (27 October 2026), verified 3 November 2026.
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Fuentes
- elconfidencial.com. Accessed 3 November 2026.
The specific data in this article come from the official sources cited.
