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Expert Lawyers in directors' disputes

We have a team of lawyers with a very solid experience in the management of disputes with directors

Directors in companies, both in stock and limited liability companies, and other legal entities such as associations, foundations, cooperatives, etc. have a special liability regime.

The latest legislative reforms tend towards a professionalization of the position of the company’s director, so that his obligations have become more specific and broadened, and his liability regime has also become more specific and broadened.

A company’s director manages the shareholders’ interest and equity, and therefore, has a specific liability towards them, but it is as well considered that directors hold responsibility before third parties for the acts carried out during the management.

 

“Since 1941 experts in the resolution of conflicts with directors”

LEGAL EXPERIENCE

More than 78 years of experience giving legal advice and defending companies, individuals, and groups certifies the legal path of Giménez-Salinas Law Firm. An invaluable experience that we apply to all our cases and clients.

MULTIDISCIPLINARY

Throughout our professional experience, we have handled hundreds of conflicts in many different sectors and areas of law. We have a highly qualified and multidisciplinary team of lawyers and attorneys.

PERSONALIZED

One of the characteristics that defines us is offering our clients a personalized service, our clients are informed on every stage of their cases and have a direct relationship with the lawyers or attorneys who handle their affairs.

RESOLUTION OF CONFLICTS WITH DIRECTORS

Down below we describe the most common disputes with directors:

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CONFLICT BETWEEN SHAREHOLDERS AND DIRECTORS DUE TO THE MANAGEMENT

This type of conflict is commonly the consequence of a shareholders’ conflict. The director has towards the company’s shareholders a duty of loyalty, which implies that the director cannot interpose his interests to the company’s interest, nor to the shareholders’ interest. That is to say that the company and shareholder’s interests prevail upon the director’s interest.

Sometimes, the director may use the company’s assets for his own benefit, makes decisions to benefit himself, but not the company. The director in these cases may authorize inversions, may get the company in debt; among many other behaviors that may imply the break the duty of loyalty.

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CONFLICT WITH A THIRD PARTY DUE TO DAMAGES CAUSED BY THE DIRECTOR

A creditor can be adversely affected due to the decisions made by the director. For example, if the director entered into a contract with a third party knowing that the company will not be able to pay.

 

Do you have problems with your company’s director?

LEGAL TOOLS FOR THE MANAGEMENT OF DISPUTES WITH DIRECTORS

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INDIVIDUAL LIABILITY ACTION

This legal action can be exercised as a direct injured party, because of the director’s decision. It is necessary to prove the director’s behavior, the caused damage and that there is a causal connection with one another. The main difficulty to exercise this action, is that the damage caused has to be attributed to the director and not the company.

 

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CORPORATE LIABILITY ACTION

This legal action may be exercised as an indirect injured party due to the director’s behavior. That is to say, that the director has prejudiced the company, and indirectly has caused damage to the shareholders or a third party. 

 

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LIABILITY ACTION DERIVED FROM DEBTS

This is a special legal action that contemplates the situation in which the company incurs in a cause of dissolution but the director avoids to promote the declaration of insolvency, while the company’s activity continues. In such cases, the director will be responsible for the company’s debts generated after the request for insolvency was mandatory. The main difficulty in filing a complaint based on the director’s liability derived from debts will be to determine the exact moment in which the company incurred in the cause of dissolution

 

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CRIMINAL PROSECUTION AGAINST THE DIRECTOR

The Criminal Code typifies as crimes some behaviors regarding the director’s management.  Depending on the seriousness of the facts and circumstances, it can be advisable to exercise this action. However, we must take into account that the Spanish legislator decriminalized economic crimes between close relatives. This is why in companies in which shareholders or directors are relatives it will be useless to follow a criminal proceeding.

 

There is specific insurance on the market that covers the liability of the directors, that should be taken into account before filing a lawsuit.

ARTICLES ON DISPUTES WITH DIRECTORS

The position of the minority shareholder in a subsidiary in Spain

The position of the minority shareholder in a subsidiary in Spain

Some foreign companies with a subsidiary in Spain usually ask about their position as shareholders of less than 50% of the shares of a Limited Liability Company (S.L.), in Spain, when there is a conflict between partners. Some of them even appoint us as legal...

 

You can also contact us by phone, email, or by visiting us at our offices in Barcelona and Madrid.

 

+34 93 218 40 00

info@gimenez-salinas.es

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