Invalidity of agreements concluded by director in breach of duty of loyalty

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.

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