Guillermo Guerra on sustainability and good corporate governance | Cap&Corp

Directive (EU) 2026/470 (Omnibus I) has been published, limiting the obligation to prepare a sustainability report to public-interest entities with more than 1,000 employees and a net turnover of more than €450 million during the preceding financial year, as well as to parent companies of a large group that exceed these figures on a consolidated basis. The Directive amends the audit directive, the accounting directive, the corporate sustainability reporting directive (CSRD) and the corporate sustainability due diligence directive (CSDDD).

In Judgment no. 183/2026, of 10 February, the Supreme Court analysed the requirements for the validity and enforceability of an uncertificated registered share pledge and examined the conditions for its avoidance in the context of insolvency proceedings.

The Court of Justice of the European Union (Fifth Chamber), in its judgment of 27 November 2025 (Case C-567/24, Svema Trade), concerning the equitable price in a squeeze-out requiring minority shareholders to sell their shares to an offeror who, following a mandatory takeover bid, has acquired more than 90% of the capital carrying voting rights in the company subject of the takeover bid, states that the presumption that the price offered in the bid, in the context of such a squeeze-out of holders of securities, is equitable is rebuttable.

The clause agreed upon must comply, for greater certainty, with the provisions of the new judicial enforcement procedure. It will be necessary to agree on an appraised value, which is not required in Article 1872 CC, because otherwise the award would be similar to a ‘forfeiture proviso’ (pactum commissorium), which the Civil Code neutralised with the drastic imposition of extinguishment of the debt in its entirety.

Summary of legislative and jurisprudential developments relating to the automotive sector.

This paper analyses the subject matter scope of application of a ‘director liability to shareholder claim’ (claim for payment of damages filed by a shareholder against a company director). Although, as a general rule, shareholders cannot claim compensation for the harm caused to their share in a company’s estate, compensation for de facto expulsions or harm to liquidating dividends may be awarded through a director liability to shareholder claim.

The universal standing of consumer associations has no legal basis and creates perverse effects.

Judgment analyses claim filed by former CEO for non-payment of loss-of-office compensation provided for in articles of association (legal regime preceding the 2014 amendments to the Companies Act).

Summary of legislative and jurisprudential developments relating to the automotive sector.