La oponibilidad inter partes y frente a la sociedad de los pactos parasociales: especial atención a los pactos omnilaterales

Mihaila, Ionel Valentin

La oponibilidad inter partes y frente a la sociedad de los pactos parasociales: especial atención a los pactos omnilaterales

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Mihaila, I. La oponibilidad inter partes y frente a la sociedad de los pactos parasociales: especial atención a los pactos omnilaterales. 2024. handle: http://hdl.handle.net/10230/61243

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Abstract

This paper studies the agreements entered into by all or some of the partners of a legal entity, aimed at regulating aspects of the corporate legal regime without resorting to the bylaws or the legislation, known as shareholders’ agreements. This contractual figure has received significant attention in the Spanish legal field due to its influence on the internal regulation of capital companies. By analyzing the legal nature of shareholders’ agreements, this paper examines the limits of their content and exposes the contractual and corporate remedies available in case of breach. Special emphasis is placed on the analysis of agreements signed by all partners, also known as omnilateral agreements, due to the debate between doctrine and the Supreme Court on their enforceability against the company. The Supreme Court maintains a rigid rule of non-enforceability of any type of shareholders’ agreement against the company, with few exceptions based on general principles of law. In contrast, doctrine criticizes this position for being excessively formalistic. Through the study of current legislation, relevant case law of the Supreme Court, and doctrinal articles, this paper aims to analyze and present the characteristics of shareholder agreements, addressing the most controversial issues of the debate between jurisprudence and doctrine.