BONOS VERDES: OBLIGACIONES DE TRANSPARENCIA, PROTECCIONES CONTRACTUALES Y REAL DECRETO 214/2025

Abstract

This article examines the juridification of green bonds under Spanish law in light of Royal Decree 214/2025 and its interaction with Regulation (EU) 2023/2631 on European Green Bonds. It argues that sustainability no longer operates merely as a reputational statement or as a subjective motive of the issuer, but progressively becomes part of the legal structure of the issuance, affecting the prospectus, disclosure duties, directors’ liability and investors’ remedies. From a commercial and civil law perspective, the article analyses the transition from soft law to binding regulation, the function of the EU Taxonomy, the supervisory role of the CNMV, greenwashing risks, the misallocation of proceeds and the possible relevance of sustainability as an element of the contractual synallagma. It also addresses the legal qualification of sustainability-linked bonds and coupon step-up clauses, emphasizing the need to preserve legal certainty in financial and contractual relationships.