The Spanish National Commission on Markets and Competition (CNMC) has concluded that certain intra-group contracting arrangements within the Aena Group do not, at this stage, give rise to distortions of competition. The assessment was published in a recent report issued pursuant to Article 321.6 of Spain’s Public Sector Contracts Law (LCSP) and concerns contracts awarded between entities belonging to the same public-sector corporate group.
The CNMC’s analysis focuses on internal contracts under which Aena S.M.E., S.A., as the parent company, will provide services related to access to and use of airport car parks, VIP lounges, and so-called “Fast” services at airports within the Aena network. These services are intended for employees of two wholly owned subsidiaries: Aeropuerto Internacional de la Región de Murcia S.M.E., S.A. (Ascairm) and Aena Desarrollo Internacional S.M.E., S.A. (ADI). According to the CNMC, the scope of the contracts is limited to clearly defined activities and does not appear to extend to ancillary or related services that could affect competition in adjacent markets.
Aena is a public limited company primarily engaged in the provision of aeronautical services and is majority-owned by the public entity Enaire, which holds 51% of its share capital. As the parent company of the Aena Group, it exercises full control over several subsidiaries, including Ascairm and ADI. As public-sector entities, companies within the Group are subject to the general principles governing public procurement, including transparency, equal treatment, non-discrimination, and the safeguarding of effective competition.
Since 2021, the LCSP has allowed entities within the same public-sector group to award contracts directly to one another, provided that certain conditions are met. A key requirement is that such arrangements must not alter competitive conditions in the market. To ensure compliance with this obligation, the law requires that, before the contract enters into force, the contracting entities request an assessment from the CNMC on the potential impact of the arrangement on competition.
In its assessment, the CNMC found no indications, on a preliminary basis, that the contracts in question would distort competition within the meaning of Article 321.6 of the LCSP. The authority observed that the remuneration agreed between Aena and its subsidiaries appears to reflect market-based pricing and that the contractual arrangements are confined to specific, well-defined services. The CNMC also noted that provisions initially envisaged for the assignment or subcontracting of services were ultimately removed, further reducing the risk of competitive spillover effects.
The CNMC emphasized that its conclusions are without prejudice to any future action it may take in the exercise of its supervisory or sanctioning powers. More broadly, the report illustrates the consultative role of the CNMC in the Spanish institutional framework. Under its founding statute, the authority may issue opinions at the request of legislative bodies, government institutions, public administrations, professional associations, chambers of commerce, and business or consumer organizations, or act on its own initiative. In this case, the CNMC’s intervention reflects its mandate to promote competition while providing legal certainty for public-sector entities engaging in intra-group contracting arrangements.