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Clifford Chance

Clifford Chance


The differences in meaning and scope of conflicts of interest between shareholders and directors

5 April 2017

The recent Judgment of the Spanish Supreme Court of 2 February 2017 (the "Judgment") regarding the shareholder's duty to abstain from voting at general meetings when a conflict of interest exists has shed some light on the scope of Article 190 of the Spanish Companies Act (Ley de Sociedades de Capital, "LSC"), by clarifying that such duty only applies to direct conflicts affecting the shareholder him/herself, but not indirect conflicts in which the interest affected is that of a person related to the shareholder.

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