Spain: A late bloomer tale - CNMC ends 2025 with the first vertical case of the year

On 3 December 2025, the Spanish Competition Authority (“CNMC”) issued its first sanctioning decision of the year concerning prohibited agreements under Article 101 TFEU and Article 1 of the Spanish Competition Act (“LDC”). The case concerned resale price maintenance (“RPM”) practices and online restrictions implemented across the distribution network of a hair-care products company, I.C.O.N. EUROPE, S.L. (“ICON”), marking a relatively late start to the CNMC’s enforcement activity on concerted practices in 2025. 

The investigation began following a complaint by a competitor alleging RPM practices contrary to Article 1 LDC and Article 101 TFEU. The CNMC sent requests for information to the alleged infringing company and other potentially affected distributors and carried out a dawn raid at ICON’s premises.  

Based on the evidence gathered, the CNMC opened a formal infringement procedure that ended up with the imposition of a total fine of €1,197,907 and a prohibition to contract with the Public Administration in relation to the supply of hair products for five months.

1. The vertical concerns identified

According to the CNMC Decision, ICON would have implemented a comprehensive price control strategy at two levels of the distribution chain:

1. First, ICON’s exclusive distribution contracts regarding certain territorial areas within Spain (i.e., non-peninsular territories), contained clauses requiring the wholesalers to apply ICON’s prices when selling the contractual products to professional salons, thereby preventing them from applying lower prices.
2. Second, for the rest of its nationwide retail distribution network, the CNMC found that ICON imposed mandatory commercial conditions affecting retail prices, online sales, discount caps, and marketplace bans, whilst actively monitoring compliance and using threats and reprisals against non-compliant distributors. 

In addition to the direct RPM clauses found in the non-peninsular distribution contracts, the CNMC concluded that ICON’s nationwide retail distribution scheme also constituted RPM. Although no express price-fixing clauses were included in these arrangements, the CNMC found that ICON issued annual price lists regarding retail prices without any indication that they were merely recommended, accompanied by instructions requiring retailers to update their website prices by specific dates. Several distributors acknowledged to the CNMC that these prices were mandatory, and the evidence showed that ICON actively monitored compliance and applied reprisals against non-compliant retailers.

Beyond price-related restrictions, ICON prohibited its distributors from carrying out any commercial activity outside their physical salons or own websites, and implemented further restrictions on their online sales, including caps on discounts, prohibitions on public discount coupons, and limitations on promotional terms. These restrictions went beyond price-fixing to control the entire online commercial strategy of distributors, thus preventing them from competing effectively in the digital channel.

As part of its online commercial strategy, ICON also prohibited distributors from selling on online marketplaces, particularly Amazon. Whilst such marketplace restrictions may be permissible under European competition law in certain circumstances, particularly when aimed at preserving brand image, the CNMC found that ICON's prohibition was designed to maintain control over prices and cross-border product movements. As evidence of the above, ICON simultaneously sold its own products on Amazon through an interposed company whilst concealing this arrangement from its distributors, thereby reserving itself the competitive advantages it denied to its distribution network.

This scheme was aggravated by the systematic monitoring of retailer websites through regular rounds of checks, threats and actual reprisals against non-compliant retailers (including withholding supply and imposing penalties), and the encouragement of mutual reporting within the distribution network. 

2. The conduct’s nature and ancillary considerations

Based on (i) the content of the agreements, (ii) the objective pursued by the restrictions imposed to distributors, and (iii) the relevant economic and legal context, the CNMC classified ICON’s conduct as a restriction of competition “by object”, thereby dispensing with the need for an analysis of anticompetitive effects. 

A decisive element in this assessment was the extensive documentary evidence obtained during the investigation. In particular, the CNMC gathered a substantial body of internal emails and WhatsApp communications between ICON and its distributors in which ICON discussed its pricing strategy, coordinated responses to requests for information, and explicitly acknowledged the anticompetitive nature of its behaviour. These documents demonstrated not only an awareness of the illegality of the conduct but also deliberate efforts to conceal the true nature of the arrangements.

The CNMC applied the gravity and duration criteria in accordance with the principles of effectiveness, proportionality, and deterrence. Aggravating factors included the implementation of measures to enforce compliance (systematic monitoring and reprisals) and obstruction of, or lack of cooperation with, the CNMC during the investigation, as misleading and incomplete information was provided to the authority. 

Although ICON implemented corrective measures to prevent future infringements of competition, the CNMC declined to apply an attenuating factor for such remedial measures, noting that the company only acted several months after the CNMC’s dawn raid.

3. Key takeaways

Price fixing and online sales restrictions remain priority enforcement areas, treated as restrictions by object and risky areas for potential competitor’s claims. This case underscores the importance of ensuring that recommended prices genuinely function as non-binding guidance, and that monitoring systems or enforcement mechanisms do not transform otherwise lawful practices into anticompetitive conducts.

On another note, full cooperation with authorities and proper handling of investigations are key elements that can significantly impact the sum of the sanction ultimately imposed. The CNMC’s consideration of aggravating factors in this case exemplifies how companies’ reaction to competition investigations procedures is also relevant. 

If you need more information or further guidance in this area, please contact Candela Sotés and Pablo Rodríguez.

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