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

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.

We analyse, in short, whether company payment contributions can be included in director liability (to company) claims.

The risks of applying the doctrine according to which a contract is deemed withdrawn from if neither party to the same appears to want it. Not only is this solution likely to be inconsistent with the parties' claims, but it also wrongly rules out other civil law options the parties could pursue upon dismissal of the action for declaration of termination.

In Judgment no. 142/2025 of 11 April, the Madrid Provincial Court (Twenty-Eighth Chamber) addressed two issues relating to the bringing of actions for declaration of invalidity of two sale and purchase agreements concluded by a company director in breach of his duty of loyalty. On the one hand, and in view of the specific circumstances, it ruled on whether the company could formally assume the role of claimant in the dispute. On the other hand, it ruled on the importance of the fact that the disputed transactions were beneficial to the company concerned and on the possibility of a ‘tacit’ dispensation.

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

Ireland has incorporated the mandatory presence of 40% of female non-executive directors on the boards of listed companies as of 30 June 2026, by amending the Companies Act 2014. Unlike the legislation in Spain, the percentage has been limited to this class of directors.

Although Article 204(3)(d) places them on the same level, the erroneous counting of votes and the counting of invalid votes are very different, given that the latter requires judicial balancing.