Shareholders focus on remuneration | Expansión

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.

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.

Once again: despite compliance with the formal requirements of a calling of meeting of shareholders, company resolutions may be unenforceable if there is an abuse of rights in said call

The Supreme Court applies the rules set out in Article 217(4) of the Companies Act to reach a decision concerning the contest of a board resolution that determined the remuneration of a company director.

In Alliance for Fair Board Recruitment; NCPPR v. SEC, the U.S. Court of Appeals vacates, by a one-vote margin, the Securities & Exchange Commission’s approval in 2021 of Nasdaq’s rules on board diversity for companies listed on its exchange.

In this judgment, the CJEU considers that shares whose transfer is subject to approval by the board of directors can be considered transferable securities for the purposes of the European prospectus legislation and MiFID.

The Directive on empowering consumers for the green transition imposes on producers and sellers of goods a number of obligations aimed at protecting consumers from misleading environmental claims (‘greenwashing’), helping consumers and users make more sustainable choices and increasing confidence in ecological information and labels.

The CNMV notes in this communication that, although there are no closed periods in respect of the voluntary publication by issuers of the quarterly financial report, this report may contain inside information, in which case the Market Abuse Regulation applies