Consequences of a sole director’s non-attendance at the general meeting

In this case, it is analysed whether such absence can lead to the annulment of the resolutions adopted, especially when it is alleged that the shareholders’ right to information has been violated. The recent judgment of the Madrid Provincial Court, dated 12 July 2024, addresses the question of the legal consequences of the non-attendance of […]

The conflict in the granting of powers of attorney and the sufficiency of the notarial judgement

The DGSJF strengthens the authority of the notary’s judgement as regards the sufficiency of representative powers and limits the possibility of the notary’s judgement being called into question by the registry’s qualifications without a reasoned and factually substantiated justification. The Resolution of the Directorate General for Legal Security and Public Faith (DGSJFP) of 23 July […]

Individual liability action in the context of the so-called phoenix companies

Traslado domicilio

Ruling 51/2024 of the Barcelona Provincial Court of 27 February 2024 has extended the applicability of the individual liability action, recognising that the injury to creditors’ rights is direct and does not require the reconstruction of the company’s assets, highlighting the need to protect credit rights and sanction abusive practices in the management of companies […]

Competence for the appointment of a voluntary auditor

The appointment of a voluntary auditor of a company may be made by the general meeting or by the management body, before or after the closing of the fiscal year to be audited and for the term deemed convenient and without consideration of the minority’s right to have an auditor appointed. The Resolution of May […]

Equal representation and gender balance in companies

The Organic Law 2/2024 of 1 August on equal representation and balanced presence of women and men (hereinafter “LO 2/2024”) has been enacted with the aim of improving gender balance in various areas, including gender representation among directors of listed companies. LO 2/2024 transposes Directive (EU) 2022/2381 of the European Parliament and of the Council […]