The new Spanish legal system of active and passive standing for agreements objection in capital companies
DOI:
https://doi.org/10.5377/derecho.v0i20.2791Keywords:
Spanish Companies Act, company resolutions, challenging resolutions, active and passive legitimationAbstract
The recent reform of the Spanish Companies Act (Act 31/2014, 3rd of December) gives an essentially new more restrictive solution in challenging resolutions. That Act removed the distinction between null and avoidable resolutions and reinforced the challenging of resolutions against public order. There are consequences regarding active legitimation (sections 206.1, 2 and 3, 251.1, and 495.2.b).
In relation to the ordinary entitlement to challenge resolutions (those that are not against public order), nowadays third parties that have a lawful interest are entitled in every case (previously the entitlement was limited to null resolutions), and the partners’ entitlement to challenge resolutions is conditioned by the requirement of a minimal participation, but the new regulation gives them the duty of compensating the suffered damage.
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