In this final installment, we provide a didactic overview of key questions concerning the challenge of corporate resolutions, the standing of shareholders, the formalization of meeting minutes, and the validity of share transfers. Our aim is to offer a clear understanding of these legal provisions, enabling you to exercise your rights as a shareholder with greater confidence.
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Can a Judge, on their own initiative and without the company raising the issue, determine that the shareholder challenging a resolution lacks standing?
Yes. The Supreme Court Judgments 916/2024 and 691/2021 reaffirm that the court may, at any time, examine ex officio the lack of active standing. This can occur, for example, if the court finds that the statutory requirements to challenge a resolution have not been met.
May a shareholder who did not attend the meeting or did not vote on a resolution still challenge it?
Yes. A shareholder who did not attend the meeting, or who attended but did not vote, is still entitled to challenge a resolution. In fact, they may do so even if they voted in favor of the resolution.
Must the shareholder wishing to challenge a resolution fulfill any formal requirements during the meeting?
No. Prior to the reform introduced by Act 31/2014, Article 206.2 required shareholders wishing to challenge a resolution to record their opposition in the meeting minutes. However, the current version of Article 206 has eliminated this requirement, and shareholders may challenge a resolution even if they did not express dissent at the meeting.
Is a meeting invalid if there are errors in the preparation of the attendance list?
Courts have adopted a flexible interpretative approach to this issue (see current Article 192 of the Spanish Companies Act). A formal imperfection in the list of attendees recorded in the minutes of a general meeting of a public limited company does not, by itself, render the meeting null and void—unless such imperfection has led to uncertainty regarding the quorum, the legitimacy of the attendees, or has otherwise caused harm to the company’s interest or the rights of other shareholders. The court will assess each case individually.
Can a person act as a shareholder in a meeting if there is an ongoing lawsuit challenging the validity of the transfer through which they acquired their shares?
Yes. A person may act as a shareholder unless and until a final and binding court judgment declares the share transfer null. The company is required to recognize as shareholders only those individuals who are registered in the Shareholders’ Register (Article 116.2 of the Spanish Companies Act).
With this fifth contribution, we conclude the “Shareholders’ Meeting Season” series. These five articles reflect our daily legal practice and our experience attending hundreds of shareholders’ meetings—some more peaceful than others. Should you require any clarification, please do not hesitate to contact us.
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