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RIGHT OF SEPARATION AND THE GENERAL MEETING

The  director of a limited liability company proposed at its General Shareholder’s Meeting that the profits gained should be  allocated entirely to voluntary reserves. The proposal was approved with only one vote against from a partner (shareholder) who proposed that the distribution of the totality of the profits, plus half of the voluntary reserves be put to a vote. The…

MEASURES FOR DEALING WITH ONLINE DISINFORMATION

On 28th April 2018 the European Commission published a set of measures for tackling online disinformation. The recent Facebook / Cambridge Analytics revelation has demonstrated just how personal data can be exploited in electoral scenarios and are a fitting reminder that more is needed to secure strong democratic processes. The Commission has taken a step forward in the fight against…

The right of a minority shareholder to request the appointment of an auditor

Article 265.2 of the Spanish Capital Companies Act (Ley de Sociedades de Capital – “LSC”) establishes that, in companies with no obligation to submit their annual accounts to verification by an auditor, the shareholders who represent at least five per cent of the share capital may request the registrar of the Commercial Registry to appoint an accounts auditor to carry…

SUPPLEMENTARY CALL OF THE GENERAL MEETING – need for ratification from the board of directors.

According to article 166 of the Capital Companies Act (Ley de Sociedades de Capital – “LSC”), the faculty for calling the general meeting is legally, and exclusively reserved for the company administrators, except for those companies in the liquidation phase of insolvency proceedings. In this article, we shall deal with the following issue: A joint-stock company published the announcement of…