The resistance of shareholder meeting resolutions to “breaches of procedure” within the proposed changes to the Spanish Companies Act

I. Contesting resolutions and causal relevance of breaches of procedure. Introduction.
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1. In the current legislative structure there is an automatic correlation between a «breach of procedure» and the standing to contest the resolution affected by such breach. The most abundant examples of (mostly unsuccessful) challenges are precisely of the kind where the contestant was not provided with the information he believed to be due before or during the meeting. A breach of the rules on convocation, quorums and majorities can give standing to contest, and the determination of the court decision on the merits of the case does not hinge on the «breach of procedure» being causally adequate to produce a negative outcome for the shareholder or, at the very least, an outcome other than that which would have been the case if the procedural requirement had been observed. Challenges often degenerate into opportunistic strategies which, through an annulment, attempt to restore a situation that would not exist for the shareholder in any hypothetical lawful procedure.