The Spanish National Court has closed proceedings against the former leadership of Codere over the 2021 restructuring initiated by around 50 minority shareholders.
The Criminal Chamber of the National Court confirmed the previous dismissal issued by the Central Investigating Court, ruling that it lacks jurisdiction to investigate the reported facts and bringing the legal process to an end.
The shareholders had filed a complaint against the board of the former holding company, Codere SA, which carried out a restructuring that transferred control of the group to its creditors. They named then chairman Norman Sorensen and former board members Anthony Reganato, Paul Lavelle, Charles Turner and Carlos Villaseca.
The complaint also targeted Codere SA, which was liquidated during the restructuring. It also included Codere New Topco, now the group’s holding company based in Luxembourg, which took over the operating business. Codere Online Luxembourg was also named, which runs the online division and is now listed on Nasdaq.
What allegations did minority shareholders make against Codere’s former leadership?
The plaintiffs alleged accounting fraud, abusive corporate resolutions, fraudulent corporate decisions, misleading market information and tax fraud against the Spanish treasury.
Codere is reportedly preparing for a sale process that could value the business at more than €2bn ($2.3bn).
Minority shareholders’ case was based on allegedly false information in Codere’s first-half 2019 accounts submitted to the CNMV. The regulator previously imposed a €100,000 fine for providing false and misleading information regarding results in subsidiaries in Mexico, Colombia and Panama. The company later corrected an €15.4m accounting discrepancy.
They also claimed possible tax fraud linked to the transfer of operations to Luxembourg, which they described as an artificial relocation to a lower tax jurisdiction.
What impact did the 2021 restructuring have on minority shareholders?
The restructuring left minority shareholders with 5% of the group and granted them warrants that allegedly became worthless following the liquidation. The process was justified at the time by €1.1bn in debt, and Codere later underwent another restructuring in 2024 involving €1.2 bn in liabilities, which led to further corporate changes.
The court held that there was no evidence of serious harm to the security of commercial transactions nor of widespread damage warranting intervention. The ruling also rejected any investigation into the liquidator of Codere SA and is final with no possibility of appeal.
In February 2026, Codere was also in the news in Mexico after its Casino By Yak venue in Cancún strengthened responsible gambling controls, including enhanced monitoring systems, staff training and a dedicated assistance hotline, amid wider scrutiny of consumer safeguards ahead of the 2026 FIFA World Cup.
The potential Codere sale would cover its wider business, including Codere Online, the group’s listed digital unit
