Applicability of restrictions on indirect transfers of equity interests

According to the Barcelona Provincial Court, unless there
are tie-in agreements, it is not possible to extend to a
company the restrictions to the transfer provided in the
bylaws of another company in which it has an interest.

The Judgment of the Provincial Court of Barcelona

The judgment of the 15th Section of the Barcelona Provincial Court No. 477/2023, dated November 2, deals with the issue of indirect transfers of shares in a company.

The case involves the restriction of the transferability of the shares of a limited liability company and its possible extension to the disposal of shares representing the capital stock of shareholder companies.

The judgment we are commenting on analyzes a case in which company A sold 100% of the shares of companies B1 to B34 to company C. Later, company C transferred the shares of B1 to B34 to company C1.

With the above transaction, company C1 acquired control of company D, previously owned by B1 to B34.

The main question is whether these transfers – which, according to the plaintiff, were made without the proper corporate authorizations – violate the statutory restrictions of company D, understood as the controlled company.

The challenge of indirect transfers
The term “indirect transfers” refers to those transfers that affect the shares of shareholder companies, which implies, in certain cases, the indirect transfer of the shares subject to restrictions.

Therefore, these types of transfers pose a legal challenge when attempting to extend the restrictions of a company to the transfers of shareholder companies.

In this context, it is discussed whether the legal or statutory provisions limiting the transfer of shares can be applied to transfers of shareholder interests.