Agenda for information purposes only

It is not possible to request informative items with the purpose of requesting information on matters that are already included in the agenda of a convened general meeting.

In the SAP Barcelona, 15th Section, of February 2, 2024, the Provincial Court (AP) addresses the debate on the inclusion of merely informative items in the agenda of a general meeting. Although the purpose of the general meeting is to deliberate and agree on matters within its competence (Article 160 of the Capital Companies Act, LSC), the inclusion of informative items, on which no resolution is adopted, is admitted (Article 518 LSC).

In fact, the Supreme Court has previously recognized that minority shareholders can demand the inclusion of informative items in general meetings, consolidating the thesis of the “autonomous” nature of the right to information.

In the case analyzed by the AP, a shareholder of a corporation requested a supplement to the agenda, but instead of requesting the inclusion of specific items to be voted on, he submitted a broad request for information to the administrator on various aspects of corporate management. The AP concluded that this request should not be considered a proposal for the agenda but rather an exercise of the right to information, stressing that this right has limits in its exercise and content as stipulated in article 197.3 LSC. Furthermore, the ruling recalled that the right to information must not be exercised in an abusive manner, either objectively or subjectively.
Therefore, the AP rejected the nullity of the meeting and the challenge of the resolutions for denial of information, considering that the requested information was provided or, failing that, it was not provided because the requesting shareholder did not adequately collaborate in the process, as was his responsibility.