After six years blocking its effectiveness, the Government has allowed the entry into force of article 348 bits of the Capital Companies Act (LSC). This article allows the partner, who votes in favor of distributing social benefits, to be separated if the general meeting does not agree to distribute as a dividend of one-third of the profits inherent in the exploitation of the corporate purpose.
Once the separation is made, the partner may demand that the company pay the fair value of the participation. In case of not reaching an agreement between the partner and the company, it will be necessary to have recourse to article 353 and following of the Capital Law (LSC).
In this procedure (non-agreement between socio-society) the shares will be valued by an auditor other than that of the company, designated by the mercantile register of the registered office. This procedure puts an end to the abuses of the majority partner to take over the capital of the minority.
The Supreme Court has ruled on the abuse of majority shareholder in its ruling of December 7, 2011. In it, determines that taking into account the profit as the origin of the business, agreements of the majority that do not reasonably pursue the interest of the Shareholders and social partners and harm minorities should be considered abusive and contrary to the interests of society, whose regular operation requires respect for the interests of the minority.
Writings SF Lawyers