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The COCOO CaseLink Doctrine: Standard Model for the CNMV Portal

Full URL: https://www.cnmv.es/portal/consultas/BusquedaAvanzada.aspx

Strategic Imperative

The CNMV portal is our primary tool for monitoring the real-time behaviour of Spanish public limited companies (Sociedades Anónimas). It provides the official, regulated information necessary to track ownership changes, director dealings, and M&A activity. It is therefore mission-critical for:

  • MATOIPO (Merger, Acquisition, Takeover…) Analysis: The portal is the first place to find official announcements and filings related to any public M&A deal involving a Spanish-listed entity. 111
  • Uncovering “Stealth Consolidation”: By monitoring significant shareholding disclosures, we can track the “creeping control” of an acquirer or activist investor building a stake in a target company before a formal takeover bid is announced. 2
  • “TOP FCA Review” Equivalent: This portal allows us to perform the Spanish equivalent of a UK Financial Conduct Authority (FCA) review. We can scrutinize “pre-bid stakebuilding” and director’s dealings to ensure market rules are being followed. 333
  • RNS OC OS Strategy: The information gathered here is the “RNS” (Regulatory News Service) component for our Spanish targets. It provides the trigger events that we then investigate further using OpenCorporates (OC) and OpenSanctions (OS). 4444

Part I: The Search Platform’s Rules & Functionality

The Búsqueda Avanzada (Advanced Search) page is a powerful, filter-based tool. Mastering its specific fields is essential.

  • Entidad (Entity): Search for a specific company name.
  • Tipo de Información (Information Type): This is the most critical filter. It allows us to target specific types of regulated disclosures. For our purposes, the most important are:
    • Participaciones significativas (Significant shareholdings): Notifications of stakes that cross certain thresholds (typically 3%, 5%, 10%, etc.). This is key to tracking stakebuilding.
    • Autocartera (Treasury Stock): Information on a company’s own share buybacks.
    • Operaciones de consejeros y directivos (Transactions of directors and executives): The Spanish equivalent of “Director’s Dealings.”
    • Folletos de OPA (Takeover Bid Prospectuses): The official documents for a formal takeover offer.
    • Anuncios de OPA (Takeover Bid Announcements): The initial announcements of a takeover.
    • Información Privilegiada (Inside Information): Previously known as “Hechos Relevantes” (Material Facts), this is a catch-all for any price-sensitive information, including merger agreements.
  • Búsqueda por texto (Text Search): A keyword search that can be used within the “Información Privilegiada” category to find specific terms (e.g., fusión for merger, acuerdo for agreement).
  • Fechas (Dates): A crucial filter to narrow the search to a specific time window, allowing us to correlate market activity with other events.

Part II: The COCOO Strategic Search Model for the CNMV

This protocol provides a systematic workflow for any investigation involving a Spanish-listed company.

Phase 1: Proactive Monitoring & Reactive Search

  • Step 1.1: Establish Sectoral Watchlist: Maintain a list of all CNMV-listed companies within our core target sectors. Run weekly checks on this list for any new filings, particularly “Participaciones significativas” and “Información Privilegiada”.
  • Step 1.2: Trigger-Based Investigation: When an external event occurs (e.g., news report, a “Noisefilter” alert), immediately initiate a targeted search on the relevant company.

Phase 2: The “Stakebuilding” Analysis Protocol

This protocol is used to detect potential “Stealth Consolid” or pre-bid activity.

  • Step 2.1: Initial Screen: Search the target company’s name. Set the Tipo de Información filter to Participaciones significativas. Set the date range for the last 6-12 months.
  • Step 2.2: Identify the Acquirer: Analyze the results to identify if a single entity is consistently increasing its stake. Note the name of this potential acquirer.
  • Step 2.3: Look for Concert Parties: Conduct new searches for “Participaciones significativas” in the same target company, looking for smaller stakes being acquired by different but potentially related entities. Cross-reference the names of these smaller acquirers with our other intelligence tools (OpenCorporates, InfoCIF) to see if they share directors or a common parent/BO with the main acquirer.
  • Step 2.4: Monitor Director Activity: Run a parallel search with the filter set to Operaciones de consejeros y directivos. Are the target company’s directors selling their shares immediately before a new stakebuilding announcement? This can be an indicator of coordinated activity.

Phase 3: The MATOIPO Protocol

This protocol is activated once a formal merger or takeover is announced.

  • Step 3.1: Retrieve Core Documents: Search the target company name. Set the Tipo de Información filter to Información Privilegiada and search for keywords like fusión (merger) or adquisición (acquisition) to find the initial agreement. Also, filter for Folletos de OPA to download the official offer document.
  • Step 3.2: Conduct Forensic Review: Scrutinize the offer document. It will contain crucial details about the offer’s conditions, the acquirer’s intentions, and financing. This is the primary source for building a legal challenge.
  • Step 3.3: Pre-Announcement Analysis: Go back and apply the “Stakebuilding” protocol (Phase 2) to the acquirer and target for the 12 months before the announcement. Did the acquirer build a significant undeclared stake through concert parties? Was there unusual director activity? This is evidence for a complaint to the CNMV regarding a breach of market rules.

Part III: Application to COCOO Doctrines

This model directly executes our strategic imperatives as laid out in the mind maps.

Mind Map Doctrine Application of the CNMV Portal Model
Stealth Consolid 5 The “Stakebuilding” Analysis Protocol (Phase 2) is purpose-built to detect this. By aggregating multiple “Participaciones significativas” filings, we can prove a coordinated effort to gain control that circumvents the spirit of market regulations.
MATOIPO 666 The MATOIPO Protocol (Phase 3) provides the official documents and pre-deal intelligence necessary to analyze, and potentially challenge, any public takeover in Spain.
TOP FCA review / Pre-bid stakebuilding 7 The Pre-Announcement Analysis (Step 3.3) is our Spanish equivalent of this doctrine. It provides the evidence to challenge the legality and fairness of the process leading up to the bid.
RNS OC OS Filings on the CNMV (especially “Información Privilegiada” and “Participaciones significativas”) are the “RNS” trigger. They provide the names of entities and individuals that are then immediately researched on OpenCorporates (OC) and OpenSanctions (OS) to build a complete intelligence picture.
Noisefilter / Simple Indicators An announcement on the CNMV is raw data. Our analysis filters this “noise” by placing it in a strategic context. A sudden increase in treasury stock (“Autocartera”) could be a “Simple Indicator” that a company is trying to defend itself against a hostile bidder we have identified through our stakebuilding analysis.

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