Unanimous shareholders’ agreements and dividends in specie

The Supreme Court and the Madrid Provincial Court, following established legal doctrine, have reiterated that a party to a unanimous shareholders’ agreement acts in bad faith if he or she challenges a company resolution passed in compliance with said shareholders’ agreement. In this case, the shareholders’ agreement provided for the possibility of paying dividends in kind, and the contested resolution — which was passed by a majority at the shareholders’ meeting — transferred certain real estate properties to one of the shareholders (with his consent) in payment of the dividend due to him.

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