Importance of the shareholders’ agreements
The Supreme Court judgment of 25 February 2016 addressed the objection raised against certain resolutions passed at the General Shareholders’ Meeting because in matters of usufruct of shares and holdings, exercise of the right to vote corresponds to the bare owner, and that is not what was happening. It should first be indicated that a shareholders’ agreement regulating this issue had been signed by all the partners.
So the plaintiff is not questioning the validity and efficacy of such shareholders’ agreements entered into by all of those who were then and are presently deforcing the ownership, either bare or full, of company shares and holdings, and the usufruct of a part of them. The plaintiff does, however, challenge the resolutions that were passed in order to comply with such agreements because these agreements were not incorporated into the articles of association, and the vote cast by the usufructuary was not recognized in the articles of association.
The Judgment interprets, as did the Regional Court, that certain good faith requirements are violated by the behavior of any partner who has given his consent in certain legal transactions, which resulted in a specific distribution of company shares and holdings, in which said partner obtained certain advantages (the acquisition of bare ownership of certain company shares and holdings), and in which a certain system for the voting rights associated with those shares and holdings was agreed on (attributing to the usufructuary the company shares and holdings that are being transferred), when said partner challenges the resolutions passed at the shareholders’ meeting where such voting rights were used as per agreed upon.
Those, together with the plaintiff, who were party to this omnilateral shareholders’ agreement and constitute the only substratum made up of natural persons within companies, may legitimately believe that the plaintiff’s behavior was in compliance with the rules established in the shareholders’ agreement.
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