Conflictos societarios y derecho preconcursala propósito del «caso ALDESA»

Abstract

The two court decisions handed down in the Aldesa case are analysed, in which, for the first time, a minority shareholder jointly challenges the corporate resolution of the General Meeting that approved the plan and the restructuring plan itself. The challenge to the corporate resolution is very correctly resolved, admitting the standing of the dissenting shareholder, underlining that the causes foreseen in art. 204 TRLSC can be invoked in their entirety and applying the case law doctrine on the abuse of majority. With regard to the challenge to the restructuring plan, interesting statements are made on the institute of fraud against the law, although the admission of the application of judicial approval of restructuring plans where none of the legal effects linked to the same are sought, but only to basically resolve a corporate conflict by applying the special rules of articles 631 and 632 of the TRLConc, is debatable.