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Specialists in disputes between shareholders, members and partners. A firm of expert lawyers. Defence and resolution. Draw on our experience.
The first thing is to know what your percentage allows you to do. Then you decide which way to go.
An agreement on withdrawal or on dividing things up without going to court.
When it makes sense When the business is working and litigation would stop it.
Corporate actions before the commercial courts.
When it makes sense When the other shareholder will not sit down to negotiate or has already caused damage.
Is a shareholder dispute holding your company back? We tackle it before it brings the company to a halt.
Escalera & Tuset · Commercial law · Madrid
«Excellent treatment and outstanding professionals. Thanks to Pepe Dominguez Tuset, who resolved my problems.»
The sooner they are documented, the better the chances of resolving it without going to court.
Deadlocked votes or shareholders who stop attending to block the majority.
Years of profits with no dividend can give a shareholder the right to withdraw.
A shareholder has the right to ask for information before the meeting and to be given an answer.
Or with connected companies, without the approval the law requires.
Customers or suppliers diverted to another company belonging to the same shareholder.
Meetings held without notice, or with an agenda that did not include what was voted on.
The other shareholder, only if the shareholder agreement provides for it. Where a statutory ground for withdrawal applies, such as dividends not being paid out in certain circumstances, it is the company that has to reimburse you their value.
Yes, on the grounds provided for by the law or the articles, such as wilfully failing to meet ancillary obligations or, if they are a director, breaching the non-competition rule. If they hold 25 % or more and object, a court judgment is needed.
By agreement between the parties or, failing that, by an independent expert appointed by the Commercial Registry.
If it stops the company functioning, it can be a ground for dissolution. Before that we look at calling a meeting through the court or the Registry and at negotiated ways out.
First consultation free and with no obligation.
911 923 480Shareholder disputes are one of the main triggers for private companies being wound up. At Escalera & Tuset we bring our knowledge of company law to bear in drawing up shareholder agreements that work for everyone involved.
Shareholder agreements are the best preventive answer to problems between the shareholders of a company. As lawyers expert in commercial and company law with years and years of experience, we know how a well-drafted shareholder agreement can be decisive in a company's survival. An agreement setting out unambiguously matters such as the specific role of each shareholder, involvement in decision-making, the corporate vision for the future and how dividends are distributed.
In the commercial and company law department at Escalera & Tuset you will find excellent professionals able to mediate and to develop agreements that work for every shareholder. Drawing up a shareholder agreement is, after all, one of the best ways of preventing disputes within a company. That agreement has to be planned and drafted professionally and skilfully. Otherwise the agreement itself could sooner or later become the cause of disputes between the shareholders.
Our experience advising every kind of company has let us identify the common problems between shareholders. There are a great many more, but most of them fall into four distinct groups. That professional analysis lets us focus our effort during negotiation and while drafting shareholder agreements on these major problems. The aim? To shore up potentially difficult points that put the company's viability at risk.
The first of those groups is financial. Distributing dividends, sharing out costs overall and taking financial decisions are complex underlying questions that very often end in internal disagreement. The second type is disputes over control. That usually happens when shareholders on an equal footing have no properly drafted agreement setting out their particular roles in taking general decisions.
Third, there are disputes about the company's purpose. It is very common for the shareholders to develop different views on the company's future as it grows. And fourth, there are family disputes, caused essentially by a lack of planning on matters as important as family members joining or leaving the business. At Escalera & Tuset we can help you avoid all these legal disputes. We produce solid, thoroughly comprehensive shareholder agreements.
The shareholder agreement is, of course, only a preventive tool. It is one we recommend to every company that wants to stay in robust health in the future and avoid disagreements that put that at risk. But what about a company that has no agreement and does have disputes between its shareholders? In those cases, lawyers specialising in company law have to turn to other tools to reach the best solutions.
Out-of-court tools such as applying for a general meeting to be called with a notary present, asking the company's director for accounting information, or exercising the right of withdrawal so that the shares are bought at a real value set independently by an expert. There are also court tools, such as a claim to challenge corporate resolutions, a claim to wind the company up or a liability claim against the directors. Let us advise you.
If you need lawyers in Madrid to advise you, Escalera & Tuset is the answer. If you need lawyers who can defend you, Escalera & Tuset is the answer. If you need information, Escalera & Tuset is the answer. We are here purely to help you in the way you need. Get in touch now.
A firm specialising in commercial law. Corporate lawyers with real business experience. We give your company every legal service it needs.
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