Consecuencias de la infracción de una prohibición de voto por conflicto de intereses en la junta general

Resumo

This paper deals with the consequences of the breach of the shareholders» duty to abstain from voting at the general meeting imposed on a shareholder in conflict of interest by article 190.1 of the Spanish Companies Act. That failure may invalidate the resolution, that may be positive (passed) or negative (not passed). In the latter case, attention must be paid to the remedies that fit before this peculiar type of resolution. Apart from the resolution, other acts and transactions that are related to it may be also invalid, such as, for instance, the contracts by which the shares subject to a restriction are transferred. In addition to challenging the resolution and, when appropriate, the related acts and transactions, liability for damages must be considered. Not only may be liable the shareholder in conflict, but also the chairman of the general meeting the body in charge of controlling the legitimacy of the shareholders to exercise their voting rights at the meeting, preventing those who are prohibited from voting, such as those affected by legal or statutory conflicts of interest