Supreme Court Judgement 1713/2025 of 26 November 2025: legal certainty for shareholders’ agreements on qualified majority requirements
The recent Supreme Court Judgment No. 1713/2025 has established a doctrine with significant practical impact in relation to shareholders’ agreements (pactos parasociales), in this case, shareholders’ agreements entered into by company members. Rather than merely reaffirming existing criteria, the judgment provides legal certainty in private corporate relationships and offers practical guidance for avoiding disputes between shareholders and for structuring corporate governance in a robust manner.
The focus of shareholders should always be on the development and prosperity of the company, not on internal conflict. However, even with the best intentions and clear rules set out in a well-drafted shareholders’ agreement, disputes may arise and previously agreed provisions may be called into question.
In this article, we analyse the judgment in relation to shareholders’ agreements, its substantive legal framework and the practical opportunities it provides.
1. Background to the dispute. Which provisions of the shareholders’ agreement were contested?
On 11 February 2014, in the context of a capital increase and the entry of a new investor shareholder, a private limited company (sociedad limitada) entered into a shareholders’ agreement.
The agreement provided, among other matters, for a reinforced qualified majority of at least 90% of the votes corresponding to shares representing the share capital for the adoption of certain resolutions by the general meeting of shareholders. These resolutions included: amendments to the articles of association, dividend distributions, approval or amendment of the business plan or annual budget, and changes to senior management remuneration policy. In addition, approval of these matters by the board of directors required the favourable vote of the director appointed at the request of the investor shareholder. The agreement also imposed an obligation of exclusive continued involvement on certain shareholders for as long as the investor remained a shareholder.
Over time, the distribution of shareholdings among the shareholders changed, and the investor shareholder eventually became the majority shareholder (having initially held only 15% of the share capital). However, from the outset, due to the agreed qualified majority structure for the above-mentioned resolutions, the investor’s support was always required. After the investor became the majority shareholder, several shareholders brought an action seeking a declaration of nullity of the agreement, arguing that:
- Such a high qualified majority contravened the prohibition on unanimity set out in Article 200 of the Spanish Companies Act (Ley de Sociedades de Capital – LSC).
- The obligation of continued involvement imposed on certain shareholders, together with their exclusive commitment to the company dependent on another shareholder, infringed Articles 6.3, 1255, 1256 and 1583 of the Spanish Civil Code, as well as Supreme Court case law prohibiting agreements of a perpetual or indefinite nature.
2. Decision and legal reasoning
The Supreme Court dismissed the appeal in its entirety, confirming the validity of the contested clauses. In doing so, it established doctrine on the interpretation of Article 200 LSC, clarified the lawfulness of personal obligations imposed on shareholders, and limited the use of the concept of abuse of rights as a blanket argument in unproven corporate deadlock situations. The Court’s reasoning can be summarised as follows:
2.1 Interpretation of Article 200 LSC
“Article 200 LSC. Reinforced statutory majority.
1. For all or certain specific matters, the articles of association may require a percentage of favourable votes higher than that established by law, without reaching unanimity.
2. The articles of association may also require, in addition to the legally or statutorily established voting threshold, the favourable vote of a specific number of shareholders.”
Relying on this provision, the appellants argued that following the exit of three shareholders in 2017, the new distribution of share capital was incompatible with requiring a 90% favourable vote and effectively meant that the investor shareholder’s consent was always necessary.
The Supreme Court rejected this argument. While acknowledging that a 90% threshold is indeed very high, it held that it does not cross the “boundary of unanimity”. In defence of the principle of freedom of contract, the Court emphasised that at the time of the investor’s entry and the execution of the shareholders’ agreement, the investor held only 15% of the capital. All shareholders were therefore fully aware from the outset that certain resolutions could not be adopted without the investor’s full support. This situation did not change in 2017.
Moreover, in previous judgments, the Court had already upheld the validity of qualified majorities very close to the percentage at issue in the present case. Accordingly, the clause was deemed valid both in the shareholders’ agreement and in the articles of association, even if, due to a specific factual situation, it required the consent of all shareholders. In addition, the appellants failed to specify or prove the alleged “abusive conduct” of the investor shareholder.
2.2 Perpetual agreements
Regarding the alleged perpetuity of the obligation imposed on certain shareholders to perform their professional duties exclusively for as long as the investor remained a shareholder, the Supreme Court also dismissed the claim. The Court held that the obligation was not perpetual, as the duration of the agreement itself limited its applicability to the period during which the relevant parties remained shareholders. Accordingly, the obligation would cease once they ceased to be shareholders, regardless of how long the investor remained in the company. The Court likened this to the validity of ancillary obligations (prestaciones accesorias) agreed by shareholders.
3. Practical conclusions of the judgment in relation to shareholders’ agreements
- The endorsement provided by this judgment consolidates several key principles, including the ability to agree on very high qualified majorities in shareholders’ agreements.
- The importance of including deadlock-breaking mechanisms in agreements with reinforced majority requirements.
- The full legal effectiveness of well-drafted shareholders’ agreements between the signatories and their long-term binding effects.
- A reminder of the long-term consequences that shareholders’ agreements entered into to accommodate an incoming investor may entail.
- The advisability of linking shareholders’ obligations of continued involvement or performance to objective events.
- The need for shareholders to remain consistent with their conduct and agreements over time.
- The Supreme Court grants shareholders considerable freedom in designing private shareholders’ agreements. However, the responsibility for foresight, rigour and the long-term consequences of such agreements lies with the shareholders themselves, making investment in high-quality legal advice and long-term planning essential.
If you are considering entering into a shareholders’ agreement, reviewing an existing one or facing a corporate dispute, specialised advice from the outset can make a decisive difference for your company.
Do you need advice? Access our area related to shareholders’ agreements:
