Measures to protect the partner against the abuse of the social majority

Abstract

This article purports to tackle the complex balance between the controlling shareholder, or the majority shareholder, considering the prerogatives that the current regime of majorities on corporations allows thereof, the social interest and the individual interest of the minority shareholder. For such purposes, we departure from the classic instruments of protection available to the minority shareholder. Further on, we analyze two important juridical releases. On the one hand and from a jurisprudential perspective, we have analyzed the Supreme Court ruling dated September 23, 2014 and on the other hand, we have analyzed Law 31/2014 whereby it is  modified   the Corporations  Law  for   the  enhancement  of  the Corporate Governance. Both  releases,  available as from their respective dates, have entailed an improvement to the protection mechanisms of the minority shareholders.