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

Inasmuch as functioning as meta-clauses, non-binding and entire agreement clauses are paradoxical in a number of ways.

The Supreme Court (Judgment no. 881/2026 of 9 June) has held that Article 234(2) of the Companies Act is applicable by analogy in a case where a company director disposed of essential company assets without the required authorisation from the shareholders in general meeting (Art. 160‌‌(f) of the Companies Act).

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

Debt from liability in tort for third-party damage or loss arises directly against the directors, without prejudice to the fact that, pursuant to Article 38 CC, it also arises simultaneously against the company, to which the non-contractual acts or omissions of its directors are also attributed. This is so true that the liable company (in debt, for example, with the tax authorities as the person liable for the surcharge and the tax penalty owed) may bring an action for contribution against its directors after settling the debt.

The Supreme Court (Judgment no. 824/2026, dated 29 May) affirmed the declaration of invalidity of a company resolution to file a director liability (to company) claim, finding that it had been abusively imposed by the majority insofar as not responding to a reasonable need of the company and having been passed by the majority in its own interest and to the unjustified detriment of the minority.

This paper critically analyses the Supreme Court ruling of 5May 2026, which applies the prohibition on financial assistance to a case involving the sale of treasury shares with deferred payment to the shareholders of the assisting company.

The Judgment of the Court of Justice of the European Union (Fifth Chamber) of 13 May 2026 (Korfin and Sempiola v Slovnaft, Case C-225/25) clarifies the concept of a takeover bid for the purposes of Article 2 of the 2004 Takeover Bids Directive, such that an offer made to the holders of securities of a company with a view to acquiring all or some of those securities does not fall within the concept of a takeover bid where it is made by an offeror who already controls the offeree company. Consequently, based on that court’s interpretation of the Directive’s provisions, there is no right of squeeze-out in such voluntary takeover bids.

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

The Proposal for a Regulation of the European Parliament and of the Council on the 28th Regime Corporate Legal Framework – ‘EU Inc.’, dated 18 March 2026, introduces a new form of European private limited company. Originally envisaged for start-ups and scale-ups, it has been decided to allow its adoption by all companies. There is no minimum share capital requirement; shares may have no nominal value and may carry multiple voting rights, among other features. The Commission is expected to approve model articles of association so that a company can be incorporated online in less than forty-eight hours and for less than one hundred euros.