Lawyers with expertise in commercial and corporate law
Summons has a highly skilled team with extensive experience in the protection of shareholders' rights. Conflicts between partners in commercial companies can lead to the blockage of the company, the economic activity and the consequent collapse of the business. At Summons we are specialists in resolving conflicts between partners and defending company rights. We take care of the protection of minority shareholders as well as ensuring that majority shareholders can assert their rights. We are expert lawyers in the protection of shareholders' rights and we believe that the creation of mechanisms to ensure the protection of shareholders' rights is essential for the generation of business and the economic life of the shareholders. We take the lead in defending partners' rights in the extrajudicial and judicial phase. We are experts in drafting shareholders' agreements and in litigation to enforce shareholders' rights.
Law firm specialised in the drafting of shareholders' agreements
At Summons we protect the rights of the partners from the very moment they are considered as partners of the company. Shareholders' agreements or agreements between partners are essential to establish mechanisms to protect the partners and to ensure that their rights can be fully effective. We are lawyers specialising in the drafting and negotiation of shareholders' agreements and we adapt the circumstances of each situation to the clauses of the shareholders' agreement. As a law firm, we specialise in negotiating shareholders' agreements from the point of view of both the minority partner and the majority partner, finding the necessary balance required in each specific case.
Lawyers specialising in challenging company agreements
In the event of infringement of the rights of a shareholder at a general meeting, it is necessary to resort to the mechanism of challenging corporate resolutions in order to assert the individual rights of each shareholder. We specialise in company law and are specialists in corporate resolution challenge proceedings. We understand that shareholders must protect their essential rights. If you are a partner in a commercial company and you have a conflict, contact Summons as a specialist in the protection of partners' rights.
Frequently Asked Questions (FAQ)
What are the rights of shareholders?
In addition to the specific rights of minority shareholders, the essential rights of shareholders are of an economic and political nature. The Corporate Enterprises Act (Ley de Sociedades de Capital) includes the right to the distribution of profits, the right to take over or preferential subscription of holdings and shares, the right to attend and vote at general meetings and the right to information.
If I am a shareholder of a commercial company and I have not been called to the general meeting, can I contest it?
Yes, the General Meeting must be called in compliance with the Corporate Enterprises Act (Ley de Sociedades de Capital) and there is a regulated procedure for doing it. The general meeting must be called one month in advance in the case of public limited companies and fifteen days in advance in the case of private limited companies.
How long do I have to challenge a shareholders' resolution?
In general, the challenge action expires after one year unless the resolution is contrary to public policy. In this case, the action will neither lapse nor be time-barred and can be challenged at any time.
Do minority shareholders have any special rights to protect their situation?
Yes, the legislator has deemed it necessary to protect the rights of minority shareholders so that they can exercise their economic and political rights. For example, if you are a shareholder with a five per cent stake in the share capital, you can request the convening of a general meeting to protect your interests.
Are conflicts between partners common and what actions are recommended to avoid or at least prevent them?
Conflicts between partners are very common and sometimes difficult to resolve. At Summons, as specialists in conflicts between partners, we recommend the agreement and subscription of a pact between partners to pre-determine the relationship between the partners and the company.
How can I assert my right as a partner in a commercial company?
Being a partner of a commercial company, in general terms and with certain exceptions, you have the right to attend and vote at the general meeting of partners in which you can claim your rights. In the event that you have not been properly informed or your rights are being violated, at Summons Abogados, as specialists in partner conflicts, we will analyze your case and assess the possible actions to be taken.
If an agreement is harmful to the company and harms my rights as a partner, can I challenge it?
Yes. The rule indicates that corporate agreements that are contrary to the Law, oppose the statutes or regulations of the company's board or harm the corporate interest for the benefit of one or more partners or third parties are challengeable.
If I am not a partner of the company but the agreement violates my rights, can I challenge the agreement? who can do it?
Obviously, in general terms, partners have the possibility of challenging partner agreements that are contrary to their rights and interests, but not only they can do so. Administrators and third parties who prove a legitimate interest may also initiate the procedure to challenge the partners' agreements. If you are a creditor who is negatively affected by a partners' agreement, contact Summons Abogados as specialists in challenging partners' agreements and we will analyze the possibility of initiating a judicial procedure to challenge agreements.
In agreements between partners, can agreements be included that protect the rights of minority partners?
Yes. An example of this is the tag along or right of accompaniment. In general terms, this clause between partners allows the minority partner to demand an exit from the company or the sale of their shares or shares at the time the majority partner receives an offer to buy and sell their shares or shares. This clause is essential in agreements between partners. Contact Summons Abogados as specialists in the preparation of agreements between partners to ensure the protection of your rights.
