Voting at Meetings of Spanish Listed Companies: The Rules on Presuming and Deducting Votes

16 Pages Posted: 21 Jun 2019

Date Written: June 17, 2019

Abstract

This paper analyses the system which is usually applied by the majority of Spanish public companies for holding votes at the general shareholders meetings. In the case of resolutions relating to matters included on the agenda, all the shares participating at the meeting are presumed to vote in favor, excess those of the shareholders which expressly vote against the resolution or abstain. And the rule is reversed in the case of resolutions on matters not included on the agenda, so that all the votes are presumed to be contrary except those of the shareholders which expressly vote in favor. Although this system has been generally considered as a corporate governance malpractice, if not a genuinely unlawful act, this paper analyses its validity and justification.

Keywords: Public Companies, General Shareholders Meetings, Voting Procedures

JEL Classification: K22

Suggested Citation

Garcia de Enterria, Javier, Voting at Meetings of Spanish Listed Companies: The Rules on Presuming and Deducting Votes (June 17, 2019). Available at SSRN: https://ssrn.com/abstract=3405513 or http://dx.doi.org/10.2139/ssrn.3405513

Javier Garcia de Enterria (Contact Author)

Clifford Chance LLP ( email )

31 west 52nd Street
New York, NY 10019-6131
United States

Clifford Chance SLPU ( email )

Sydney Office

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