Pacote de medidas anticorrupção: uma reflexão | Observador

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).

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.

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.

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.