The protection of minority shareholders in the new law on corporate governance

Abstract

The protection of minority in the new law of corporate governance partners,
analyzes current legislation that affects the rights of this minority in capital
companies unlisted-regulated in the Draft Law of 30 May 2014 laying modifies the Corporations Act for the improvement of corporate governance. It is a topic addressed forward by the European Commission through the modernization of company law, which has been assumed by Spain, to engage more actively to the minority shareholders in monitoring capital companies way. This paper analyzes, describes and evaluates whether the scope of the new legal provisions to meet the objectives of the legislator and the principles of good corporate governance applicable to unlisted companies. The relevance of the issue lies, first, in addressing the regulation of the rights of minority shareholders under common unfair practices by the majority-a topic not settled by the Spanish legislated. Second, when more than eighty percent of the Spanish economic fabric consists of unlisted companies affected by the negative consequences of abusive practices -that hurt good corporate governance and business efficiency- and; thirdly, as a matter hitherto little studied from this perspective. To meet the objectives follows a structure of three sections; The first analyzes the rights and powers of minority shareholders in general meeting headquarters; the second their right to challenge corporate resolutions and; the third party the right to know the identity of all members of the corporation in question.