The needed review of the effectiveness of parasocial omnilateral shareholder agreements
Abstract
The traditional efficiency «inter partes» of shareholders agreements –they will only be effective to the partners involved in them–, must be revised. This rethinking was timidly initiated by our courts in some judgments years ago, although based on unsound arguments. It is necessary to use heavier reasoning to save definitely the weak point of shareholders agreeements: its limited effectiveness. In this sense, those agreements that bind only some partners of corporation can not be executed or against society or against partners not participating in them or third parties. However, a different solution must be given to shareholders agreements that bind all partners, which usually take place in the context of companies with a small number of partners, usually connected by family or personal ties. These agreements are not unknown by the partners, because all of them have taken part in the meeting. In addition, the company is not a strange to them. Therefore, it should be understood that this particular form of shareholder agreements have efficacy not only «inter partes», but also against the society.
Published online: 25 November 2014
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Last update: 08/02/2022
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