MADRID, 31 Oct. (EUROPA PRESS) –
The Supreme Court has annulled several agreements of a meeting of Bodegas Vega Sicilia in 2013, considering that they constituted an abuse of rights, because they were devised and adopted to empty the content of the previously judicially recognized powers of the businessman, now deceased, David Álvarez, regarding the shares of five of his sons in El Enebro, holder in turn of 99.99% of the shares of the winery.
Specifically, the high court upholds the appeal filed by another daughter of David Álvarez, María José Álvarez Mezquíriz, minority shareholder of El Enebro and president of the Eulen group, and revokes the previous pronouncements of a Mercantile Court and the Court of Valladolid , by declaring the abusiveness of the contested agreements for having the purpose of depriving third parties of rights obtained judicially.
The lawsuit now resolved was initiated by David Álvarez himself, who died during the processing, María José Álvarez and another brother of hers who later withdrew his claim.
The high court explains that the antecedent of the meeting was David Álvarez’s prior obtaining of life usufruct and judicial recognition of political rights over the majority of El Enebro’s shares, with which, in practice, he also obtained control from Bodegas Vega Sicilia.
“However, the contested agreements were designed and adopted to empty the content of these powers, since the minority partners obtained: that Enebro ceased to control Bodegas Vega Sicilia; control over decisions in Vega Sicilia, including the distribution of dividends, the receipt of which by El Enebro was of transcendent importance, to the point that, if it did not receive them, it would enter into losses; the blocking of any decision to the contrary, as it would not be possible to modify the bylaws without its consent”, explains the judgment.
Likewise, the room explains that when the general meeting was held whose agreements are being challenged, the resolution of the appeal against the sentence that had recognized the control of the majority of the share capital of El Enebro was imminent, ” Therefore, the design of the partners who approved the agreement to deactivate the pronouncements of that judicial resolution is clear.
“A temporary coincidence that is not trivial and that, on the contrary, reveals the intention of these partners to react to the judicial pronouncement that they supposed was contrary to their interests,” he explains.
“As a consequence of this, both El Enebro and the appellant, as a minority shareholder of said company, have been harmed by the contested corporate resolutions, since they deprived of effectiveness the rights that could derive from the judicial procedure that was then in process. and that it would end up returning control of El Enebro to Mr. Álvarez. On the contrary, thanks to those agreements, such control ended up in the hands of the five pledge creditors, even though they were not shareholders of El Enebro,” the ruling states.
