Spain's National Court Closes Codere Restructuring Case

Spain's Audiencia Nacional (National Court) has definitively closed the criminal proceedings initiated by minority shareholders against Codere's former management team over the gaming operator's 2021 restructuring. The Sala de lo Penal (Criminal Chamber) has confirmed the inadmission previously agreed by the central investigating court, ruling it lacks competence to investigate the alleged crimes.

The decision ends the judicial route pursued by approximately 50 minority investors who filed complaints against the former board of the old holding company Codere S.A. The shareholders targeted the restructuring operation that transferred control of the group to its creditors, effectively challenging the corporate governance decisions that reshaped the gaming company's ownership structure.

Criminal Allegations Rejected

The complaint named several key figures from Codere's former leadership, including then-president Norman Sorensen and former board members Anthony Reganato, Paul Lavelle, Charles Turner, and Carlos Villaseca. The legal action also encompassed Codere S.A. itself – subsequently liquidated during the restructuring – along with Codere New Topco, which concentrated the operational business, and Codere Online Luxembourg.

Shareholders attributed various alleged crimes to the defendants, including accounting fraud, disloyal management, adoption of abusive or fraudulent corporate agreements, and violations related to market regulations and public finances.

Jurisdictional Grounds

The Sala de lo Penal concluded that the described facts do not fall within the circumstances that would enable the Audiencia Nacional's jurisdiction. The tribunal determined there was no serious affectation to commercial traffic security or national economy, nor generalized harm justifying its intervention.

Significantly, the court did not establish that the events occurred entirely outside Spain, despite the Luxembourg domiciliation of part of the corporate structure. The resolution also rejected investigating the liquidator of Codere S.A.

The ruling is final and admits no appeal, definitively closing this legal avenue.

Regulatory Implications for Gaming Restructurings

The Audiencia Nacional's decision establishes important precedent for gaming sector corporate reorganizations in Spain. The court's emphasis on jurisdictional thresholds – requiring demonstration of serious harm to commercial security or national economic interests – suggests a high bar for criminal intervention in complex gaming industry restructurings.

For operators facing financial distress, the ruling indicates Spanish criminal courts will scrutinize whether corporate restructuring decisions meet specific jurisdictional criteria before accepting competence, potentially limiting minority shareholder recourse through criminal proceedings. This follows broader industry trends, as evidenced by Codere's recent €2bn sale process after completing its debt restructuring.

According to AzarPlus.