Grifols: What the Gotham Crisis Exposed About Family Control in Spain

The Grifols crisis was not really about plasma. It was about what happens when a family that owns 30% of a company treats the other 70% as passengers. A short seller’s 62-page report did what no auditor, regulator or board had done in a decade: it forced the founding family out of the executive suite. This article, part of the Spain Company Stories hub, traces the crisis from the January 2024 report to the 2026 recovery, and asks what it reveals about family governance in listed Spanish companies.

What did Gotham City Research actually say?

That Grifols’ reported leverage of about 6x adjusted EBITDA was in reality closer to 10–13x, because the company consolidated the earnings of two businesses it no longer owned and lent money to the family holding that did. Gotham published on 9 January 2024, holding a short position, and stated the shares were “likely uninvestable” and probably worth zero.

The core facts were public but scattered. In 2018 Grifols had sold Biotest US (BPC Plasma) and Haema, two collection-centre networks, to Scranton Enterprises, a Dutch-registered vehicle controlled by the Grifols family and a group of company executives, for about €470m. Grifols kept operating control and a call option and continued to fully consolidate both businesses. Grifols had also extended a loan of around €95m to Scranton, which in turn used Grifols shares as collateral for its own bank debt.

Gotham’s arithmetic was contested and some of it was wrong: the CNMV later concluded that the consolidation of BPC and Haema followed accounting rules and that leverage was not misstated by anything like the amount claimed. But the market did not wait. The shares fell 26% on the day and about 40% within a week, wiping close to €3bn from the family’s wealth and triggering margin concerns at the banks that had lent to Scranton.

Why was the company so vulnerable?

Because it had spent a decade buying growth with debt and had a governance structure that let the family run the company while owning a minority. By 2023 net debt exceeded €9bn after the €1bn-plus acquisitions of Biotest and a string of collection-centre roll-ups, and the pandemic had cut US plasma donations by a fifth.

The family held about 30% of the class A voting shares through several vehicles, and the executive team was dominated by relatives: Víctor Grifols Roura had chaired the company for decades; his brother Raimon Grifols Roura and his son Víctor Grifols Deu were co-CEOs from 2017 to 2023; Thomas Glanzmann, a long-time director, became executive chairman in 2023. Tomás Dagá, the company’s outside lawyer and a Scranton shareholder, sat on the board. Related-party transactions with Scranton included property leases, the plasma-centre sale and the loan.

The dual-class capital structure made all of this stable. Grifols has class A shares with votes and class B shares without, the latter created in 2011 to finance the Talecris acquisition. The family’s voting share was therefore larger than its economic interest, and the class B holders, mostly US institutions via Nasdaq ADRs, had no say. Spain’s corporate-governance code discourages such structures; Grifols is the largest listed company in the country to have one.

How did the plasma business hold up through the crisis?

Remarkably well, which is why the company survived. Demand for immunoglobulins, albumin and alpha-1 proteins is driven by chronic conditions and grew through the entire period. Biopharma revenue rose 8.4% at constant currency in 2025, and the immunoglobulin franchise 14.7%.

Plasma economics are simple but capital-hungry. A company must pay donors, often $50–100 per visit in the US, run hundreds of centres, ship frozen plasma to fractionation plants in Barcelona, Los Angeles, Clayton and Dublin, and wait roughly nine months before the finished protein is sold. Working capital is enormous. The competitive advantage lies in scale and yield: Grifols extracts more grams of immunoglobulin per litre than a decade ago, and its subcutaneous product Xembify grew 59.5% in 2025.

The weak spot was donor costs, which spiked after the pandemic and squeezed margins to below 20% in 2022. By 2025 the cost per litre had fallen for three consecutive years, the adjusted EBITDA margin reached 24.3% and the group received EMA approval to use Egypt-sourced plasma, its first non-US, non-EU supply route, alongside launches of a new fibrinogen product in Europe and the US.

What did the CNMV find?

Reporting defects, not fraud. After a nine-month review, Spain’s securities regulator said in March 2024 that Grifols’ accounts contained “relevant deficiencies” in the disclosure of related-party transactions and alternative performance measures, but that the consolidation of BPC and Haema and the leverage ratio were not materially misstated.

The regulator required Grifols to restate its 2023 accounts and disclose the Scranton relationships in full, and in August 2025 it imposed fines totalling €1.356m: €1m on the company for inaccurate financial information in the 2021–2023 annual reports, €326,000 for misleading APM definitions, and individual penalties of €3,000 to €40,000 on eleven current and former directors, including Raimon Grifols, Víctor Grifols Deu, Thomas Glanzmann, Tomás Dagá and CEO Nacho Abia. Grifols appealed.

The CNMV also opened sanctioning proceedings against Gotham and its founder Daniel Yu for market manipulation, arguing the report contained knowingly inaccurate statements designed to move the price. Grifols separately sued Gotham in New York for damages. Neither case had concluded by mid-2026, but the regulator’s split verdict, punishing both the company and its accuser, was widely read as a statement that Spanish disclosure standards had been too lax for a company of Grifols’ size.

How did management change?

Completely at the executive level, and partially on the board. In February 2024 Grifols announced that family members would leave all executive positions. José Ignacio “Nacho” Abia, a Spanish executive who had spent 25 years at Olympus in Japan and the US, became CEO on 1 April 2024. Thomas Glanzmann moved to non-executive chairman, and Rahul Srinivasan, hired from Bank of America, became CFO.

Abia’s brief was operational: cut donor costs, fix cash conversion and refinance. In his first year he closed underperforming centres, sold a 20% stake in Shanghai RAAS for about $1.8bn, and delivered positive free cash flow for the first time since 2021. The 2025 results, €468m of free cash flow before M&A, a 156% rise in net profit to €402m, and leverage of 4.2x, were the first clean year in the company’s recent history. Credit ratings were upgraded by Moody’s, S&P and Fitch.

The family stayed on the board as significant shareholders and non-executive directors, which is where the governance debate now sits. Raimon Grifols and Víctor Grifols Deu remain directors; the family’s vehicles retain around 30% of the votes; and the company has resisted calls from investors such as Mason Capital to unify the two share classes.

Why did the Brookfield take-private fail?

Because the price was too low for the board and the family’s financing was too entangled for the buyer. In July 2024 Brookfield, in partnership with the family, proposed to take Grifols private. In November 2024 it offered €10.50 per class A share and €7.62 per class B, about €6.45bn in equity, which the board’s transaction committee rejected as undervaluing the company.

Brookfield’s due diligence exposed the extent of the related-party web. It requested additional information on the Scranton transactions and on the family’s own debt, including a credit line from Oaktree, a Brookfield affiliate, that had been used to refinance Scranton’s bank loans after the January 2024 collapse. Minority investors led by Mason Capital and Flat Footed argued that any deal with the family as co-buyer would entrench precisely the structure that caused the crisis.

Brookfield withdrew on 27 November 2024 and the shares fell again. Talks were briefly revived in 2025, but by then the recovery under Abia had made a take-private unnecessary and the family’s stated ambition had shifted to a partial listing of the US operations, valued by advisers at over €17bn, to crystallise value without ceding control.

What has happened to the family’s finances since?

They have been stabilised, but they remain leveraged against Grifols shares. Scranton Enterprises borrowed from Oaktree in 2024 at Euribor plus 6.63% to survive the crash. In July 2026 it refinanced €456m through a syndicated loan led by Santander and Bank of America at about 6.1%, saving roughly €15m a year and, according to reports, ending any dependency on Brookfield.

A second facility of €275m through the family’s property vehicle, Quadriga Real Estate, matures in September 2027 and is expected to be refinanced on similar terms. Scranton continues to own BPC and Haema, which Grifols still operates and consolidates, and the company’s option to buy them back has not been exercised.

That arrangement means the Gotham question, whether the collection centres should really be on Grifols’ balance sheet, has been answered by disclosure rather than by unwinding. Investors now know exactly what Scranton owns and owes. Whether that is sufficient is a matter of taste, and it is the main reason Grifols still trades at a discount to CSL on every multiple.

What does Grifols reveal about family governance in Spain?

That the Spanish model of founding-family control works when the family owns a majority, as at Inditex or Mercadona, and becomes fragile when it owns 30% and behaves as if it owned 100%. Grifols was the test case, and the market failed it before the regulator did.

The contrast with two other stories in this pillar is sharp. The Botín family controls Santander with 1.3% by staffing the board with independents and keeping related-party dealings to a minimum. The Puig family chose a dual-class structure at its 2024 IPO but paired it with a professional CEO, an independent board majority and no operating business outside the listed company. Grifols had the dual-class shares without the safeguards.

For Spanish policymakers the case has prompted a slow tightening: the CNMV’s 2025 guidance on related-party reporting is more demanding, and the 2026 corporate-governance code consultation proposes sunset clauses for loyalty and multiple-vote shares. Grifols itself is healthier than at any point since 2019, with 2026 guidance of €500–575m free cash flow and an EBITDA margin of at least 25%. The plasma business was never the problem. The ownership design was.

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