Dutch law allows its companies to denominate their share capital in dollars, which is prohibited by our Companies Act.
I do not own anyone who is a Ferrovial shareholder, nor do I know its directors or officers, nor have I had any dealings of any kind with them or with Ferrovial. It is unfortunate that the Government has criticized, even mistreated Ferrovial for having decided to move its registered office to the Netherlands under the argument that the reason for this move is not to pay Spanish taxes.
Firstly, the tax differences between Spain and the Netherlands are not significant. The taxation of dividends between parent company and subsidiary is 100% exempt in the Netherlands, whereas here it is taxed at 5%. But the Dutch could also complain about the advantages of our tax system that are detrimental to the treasuries of other countries, such as the regime of Holding Entities of Foreign Shares (ETVE) and the Beckham Law, which gives very favourable treatment to executives who travel to work in Spain.
Pedro Sánchez and his ministers should be reminded of that verse in the Gospels "And why beholdest thou the mote that is in thy brother's eye, but considerest not the beam that is in thine own eye?" (Matthew 7.3).
Since Brexit, a very significant part of the trading of euro equities has moved from the London Stock Exchange (LSE) to the Amsterdam Stock Exchange (Euronext Amsterdam). In addition, the Amsterdam Stock Exchange has agreements with the North American stock markets. Many American companies are listed in both New York and Amsterdam. No one doubts that these markets are more liquid and deeper than ours. Moreover, it seems that Ferrovial currently has about 90% of its business in the US.
The move to Amsterdam makes sense as its stock would appreciate and Ferrovial will be able to finance itself more easily. Dutch law allows its companies to denominate share capital in dollars (or any other convertible currency), which is prohibited by our Companies Act. The dollar listing will be an attraction for North American and Asian investors. Nor should we confuse the transfer of the registered office with Ferrovial's headquarters, which will remain in Madrid. Any customer of CaixaBank or Banco Sabadell knows that the fact that they are domiciled in Valencia and Alicante has not prevented the central offices for multiple businesses from remaining in Barcelona, without their customers, suppliers or shareholders being affected by this.
Rule of Law reasons have been argued in favour of the Netherlands. Since the motion of censure of June 1, 2018, 115 Royal Decree Laws have been passed, the majority of which have been validated by the Congress of Deputies by single vote and without parliamentary debate.
In addition, numerous laws have been processed as bills by most of the PSOE and Podemos MPs without the mandatory reports or opinions of the Council of State and other advisory bodies.
The number of laws that end up in the BOE (the Spanish HMSO) without debate is so enormous that it leads to an immense flow of rules, all of them urgent, directed to the citizen, who is defenceless, since according to article 6.1 of the Civil Code, "ignorance of the law does not excuse from its compliance".
The German jurist Carl Schmitt called the phenomenon we are suffering as “motorized legislation". Nothing of the sort happens in the Netherlands. Parliament continues to dominate the legislative process.
The Dutch tax administration functions efficiently and frequently issues tax rulings, clarifying obscure points and agreeing with the taxpayer on the application of the exemptions allowed by law, to the extent that they benefit the Dutch economy. The Netherlands maintains a social welfare state as good as ours and its pensions are higher than those of Spain. It is by no means a tax haven.
Podemos's very lazy motion to withdraw from Ferrovial any subsidy or aid received in the past from the Public Administration sounds like revenge. However, this motion has little scope in European law, since, as the prestigious professor of public international law, Mrs. Araceli Mangas, has explained, the European treaties impose on Spain the freedom of establishment in any EU country, including the transfer of the head office from one European country to another.