Omnilateral shareholders’ agreements and good faith: a signatory shareholder may not challenge corporate resolutions adopted to implement the agreement

Supreme Court Judgment No. 674/2026 of 5 May 2026 addresses whether a shareholder who has signed an omnilateral shareholders’ agreement may challenge corporate resolutions adopted specifically to implement that agreement. The shareholder argued that the resolutions had no basis in the articles of association and that shareholders’ agreements cannot be enforced against the company.

The Supreme Court confirms its case law. Shareholders’ agreements cannot, on their own, serve as grounds to challenge a corporate resolution that contradicts them. In the reverse situation, however, where the resolution implements the agreement, the shareholder’s participation in that agreement is relevant to whether the challenge meets the requirements of good faith. It is therefore contrary to good faith for a shareholder who was party to an omnilateral agreement to challenge resolutions adopted to implement it, particularly where that shareholder has benefited from them.

Facts

On 5 May 2015, the holders of 100% of the share capital of Desarrollos PBS, S.L. entered into a shareholders’ agreement. Its main purpose was to set out a roadmap for the gradual distribution of the family companies’ assets and for the separation of assets between the two branches of the family. Among other provisions, the agreement: (i) stated that, in the event of any conflict with the articles of association, the agreement would prevail in the relationship between the shareholders; (ii) provided for the distribution of certain real estate assets in proportion to each shareholder’s interest; (iii) created an Advisory Board responsible for distributing the assets if no agreement was reached and for resolving disputes between the signatories; and (iv) included the shareholders’ commitment to vote each year in favour of distributing dividends of at least 50%, provided the company’s situation and the law allowed it.

At the Extraordinary General Meeting of 14 June 2017, the shareholders resolved to distribute an interim dividend for financial year 2017 of EUR 3,165,394.14. It was paid in mixed form: the majority shareholder (73.5% of the share capital) received several properties, and the other shareholders received cash. At the Ordinary General Meeting of 13 June 2018, the 2017 annual accounts and the allocation of profits were then approved, ratifying that interim dividend. The minority shareholders voted against.

One of the minority shareholders, Ideas e Inversiones CBL, S.L.U., challenged the resolutions of the 2018 meeting. Among other grounds, it argued that:

• the articles of association did not provide for dividends in kind;
• the properties had been allocated on the basis of outdated valuations below their market value; and
• the resolutions harmed the corporate interest and had been imposed abusively by the majority.

The company opposed the claim. It argued that the resolutions implemented the 2015 omnilateral shareholders’ agreement and that the claimant had received the dividends distributed.

Commercial Court No. 11 of Madrid dismissed the claim. It held that the resolutions met a reasonable need, namely implementing the omnilateral agreement, and that a challenge by a party to that agreement did not meet the requirements of good faith. The Madrid Provincial Court of Appeal (Section 28), in Judgment No. 715/2022 of 30 September, upheld that decision. It reasoned that, although the articles of association did not provide for dividends in kind, the shareholders’ agreement was a unanimous agreement among all the shareholders that implicitly contemplated this as a way of distributing the company’s assets.

Supreme Court ruling

The Supreme Court dismissed both the extraordinary appeal for procedural infringement and the cassation appeal, on the following grounds:

• The appeal judgment is sufficiently reasoned. It identifies the clauses of the shareholders’ agreement whose interpretation led it to conclude that the agreement implicitly authorised dividends in kind. In addition, its conclusions on the implicit content of the agreement and on whether it remained in force are legal assessments, not errors in assessing the evidence. They therefore cannot be challenged through an extraordinary appeal for procedural infringement.
• On the interpretation of the agreement, cassation review under Article 1281.1 of the Civil Code (“CC“) is a review of legality. It is limited to checking whether the literal wording of the contract has been disregarded, and the Court may not replace the lower court’s interpretation with one it considers more appropriate. Here, the agreement did not expressly regulate how the assets were to be distributed. The Provincial Court’s systematic interpretation, which inferred implicit authorisation for distribution in kind, therefore does not contradict its literal wording.
• For the same reason, the Supreme Court rejects the argument that the agreement was no longer in force. The six-month period in the agreement referred to the distribution of certain assets, not to the term of the agreement itself. Nor does the later approval of new articles of association affect whether the interpretation is consistent with the literal wording of the agreement.
• The claimant also argued that shareholders’ agreements cannot be enforced against the company, under the principle of privity of contract in Article 1257 CC. The Court recalls that the case law answers this differently depending on the situation. In one case, the challenged resolution contradicts the agreement. In the other, it was adopted to implement the agreement but contrary to the articles of association. The decisive test is whether the conduct of a challenging party who signed the agreement is contrary to good faith (Supreme Court Judgment 300/2022 of 7 April).
• Applying its settled case law (Supreme Court Judgments 103/2016 of 25 February and 120/2020 of 20 February), the Supreme Court holds that it is contrary to good faith for a shareholder to bring a challenge when it signed the omnilateral agreement that the resolution implemented. In this case, moreover, the resolution had already been carried out in the part that favoured the claimant, which received its share of the dividend. As the Court states, those who were party to the omnilateral shareholders’ agreement and form the company’s entire shareholder base “could legitimately trust that the claimant’s conduct would conform to the rules established in the shareholders’ agreement”.

Conclusions

• Shareholders’ agreements are still not, on their own, sufficient grounds to challenge corporate resolutions. However, where the challenged resolution is adopted to implement an omnilateral agreement, the challenging shareholder’s participation in that agreement is decisive in assessing whether the challenge is in good faith.
• A shareholder who has signed an omnilateral agreement may not, without breaching good faith, challenge corporate resolutions adopted to implement it. This holds even where the articles of association do not expressly support those resolutions. The conclusion is stronger where the challenging shareholder has benefited from the resolution being carried out.
• The content of a shareholders’ agreement may be inferred from a systematic interpretation of its clauses, even on matters not expressly provided for, such as dividends in kind. That interpretation is for the lower courts. Review in cassation is limited to interpretations that are illogical, arbitrary or contrary to the literal wording of the agreement.
• In practical terms, the judgment shows the value of drafting shareholders’ agreements precisely, in particular their term, their relationship with the articles of association and how the commitments will be carried out. It also shows the value of considering whether to move into the articles of association those provisions that need to be enforceable against the company and future shareholders.