Las situaciones de bloqueo en las sociedades de capital paritarias

Résumé

The object of this thesis is the multidimensional treatment of the deadlock in co-equal shareholder corporations (50/50 corporations). The first part develops a functional approach from the methodology of economic analysis of Law (well known as “Law and Economics”). This approach aims to analyze the main characteristics and types of 50/50 corporations as a clear example of closely-held corporations and the causes of their propensity to deadlock. The second part deals with an approach to the basics of Spanish Corporate Law in order to examine the specificity of the legal position of the equal shareholders. To this end, a doctrinal analysis is performed to integrate a conceptual rethinking of the duties of equal shareholders in relation to the organizational structure taking into account the potential for effective deadlock or blocking situations in the corporate bodies. In the third part, a positive and jurisprudential legal treatment is performed in order to analyze deadlock as a legal ground for dissolution. For this purpose, the work focuses on the modus operandi of this ground for dissolution and various related technical implications that delve into the problem of deadlock. From this analysis, legal policy recommendations are advised. Finally, in the fourth part, the work concludes by examining a set of existing mechanisms (via bylaws or shareholder´s agreement) to prevent or remedy corporate deadlocks.