The role of the general meeting of shareholders in Spain will have different characteristics depending on whether the company is listed.
The features include:
For all companies
- Intervention in management issues and critical operations:
The purpose of the general meeting of shareholders is to issue management instructions unless otherwise provided in the bylaws. Moreover, the general meeting is the appropriate forum for decision-making on key operations (those where the volume exceeds 25 per cent of the total balance sheet assets) - Votes: The voting on the proposed resolutions should be separate from those issues that are materially different
- Conflicts of interest between shareholders: It is proposed to extend to all companies suppression of the vote of the partner who receives personal benefits in situations that give rise to an actual conflict of interest
- Annulment of collective agreements:
- The distinction between void agreements (breach of a legal obligation) or voidable (other infractions) disappears
- The time for dispute extends from 40 days to one year
- Regarding legitimacy, at least one per cent of the capital is necessary to annul (this differs depending on whether the agreement is void or voidable)
For listed companies
- Rights of shareholders: The percentage of social capital that is necessary to exercise minority rights reduces from five to three per cent
- Vote splitting and dissenting vote: Entities acting on behalf of various individuals may split the vote and delegate it. This would apply to foreign investors who undertake their investments through a chain of financial intermediaries acting as trustees on their behalf
- Right to information: There exists a proposal to reduce the maximum period within which shareholders may request information from seven to five days before the holding of the meeting
- Associations and forums of shareholders: Registration is set to a special register of the National Securities Market Commission and compliance with some accounting and reporting obligations.
For additional information regarding general meetings in Spain,
