While these acts are sometimes found to be valid when other shareholders can prove that the complaint caused them a loss, they may invoke a breach of contract against the instigator of the offensive act. One of the most common methods of proving a lawsuit caused a loss to a shareholder by arguing that it resulted in a depreciation of the shareholders` shares. In this case, several measures can be taken if the measure is contrary to the agreement, including the suspension of the voting rights of aggrieved shareholders or the recovery of damages to the party or the aggrieved parties. In extreme cases, this may even give rise to a court injunction requiring the defaulting shareholder to obtain an action such as the transfer of his shares. Spanish law offers several avenues of appeal against the breakdown of a shareholders` pact. We will point out a few of them: however, if the relevant cases are in the company`s statutes, then the rights of aggrieved shareholders are stronger because a company cannot act outside the provisions of its statutes. Therefore, the transfer of shares, for example, which is not authorized by the company`s statutes, is often inoperative. It can therefore be very useful to enter into a shareholders` pact to revise and, if necessary, amend the company`s by-law. The right of separation is exercised in writing within one month of the date of publication of the agreement or the receipt of the notification (Article 348, paragraph 2, LSC). Even if the shareholders` pact has been violated, the document remains valid.
Shareholders who have been wronged because of the cause of the infringement may assert a right of infringement against it. In this case, the remedies available consist of recovering damages, suspending the voting rights of the defaulting shareholder or, if possible, obtaining an injunction. One of the most common ways to demonstrate that the infringing shareholder has caused injury is to prove that the consequence of his actions is a loss and/or devaluation of the non-counterfeiting of the shareholder`s shares. If two or more shareholders are in a limited company, they must, in the absence of an explicit agreement between them, rely on the company`s statutes to settle their relationships with each other and with the company. Although the statutes regulate issues as fundamental as the issuance of new shares, administrative procedures related to shareholder decisions and board meetings, they are unlikely to influence the day-to-day life of business or many issues that fall into the trap of shareholders. For example, companies generally have no provision for what happens when a shareholder wants to leave the company or if some of them want to withdraw or buy from other shareholders. For more information about the subscription or breach of a shareholder contract or compliance requirements, please contact us. Any dispute arising from the violation of a shareholders` pact is related to different facts. Blackstone solicitors have extensive experience in verifying and preparing such agreements, as well as in all types of rights arising from these agreements. For a free and non-binding first discussion, contact our lawyers on 0161 929 0121 or email firstname.lastname@example.org, and a member of our team will be available. However, this flexibility can lead to conflicts between a shareholder contract and a company`s constitutional documents.
Although the laws differ from country to country, most conflicts are generally resolved as follows: this is why it is customary and advisable to set in advance, as part of the shareholders` pact, a certain amount of compensation to be paid by the defaulting party in the event of an effective breach of contract.