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

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.

The clause agreed upon must comply, for greater certainty, with the provisions of the new judicial enforcement procedure. It will be necessary to agree on an appraised value, which is not required in Article 1872 CC, because otherwise the award would be similar to a ‘forfeiture proviso’ (pactum commissorium), which the Civil Code neutralised with the drastic imposition of extinguishment of the debt in its entirety.

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

This paper analyses the subject matter scope of application of a ‘director liability to shareholder claim’ (claim for payment of damages filed by a shareholder against a company director). Although, as a general rule, shareholders cannot claim compensation for the harm caused to their share in a company’s estate, compensation for de facto expulsions or harm to liquidating dividends may be awarded through a director liability to shareholder claim.

The universal standing of consumer associations has no legal basis and creates perverse effects.

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The risks of applying the doctrine according to which a contract is deemed withdrawn from if neither party to the same appears to want it.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.