Two comments on the duty of loyalty: the Unión Fenosa Gas case

1. Background information
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Four directors of the company «Unión Fenosa Gas, SA» (UFG) sued five other directors and the company itself, petitioning (i) a series of adjudications (judicial declarations) in connection with the alleged breach by the latter of their duties of loyalty and (ii) an adjudication of invalidity of certain resolutions of UFG’s Board of Directors (in fact, as we will see below, these were «non-resolutions») in the voting of which the defendant directors (allegedly breaching their duty to abstain) did not abstain…