Validez, inoponibilidad y exigibilidad de los pactos parasociales en el ordenamiento jurídico ecuatoriano.

Abstract

Shareholder Agreements, as a corporate figure, are widely used by companies, however, it is a subject little studied in Ecuador and practically nonexistent for our corporate legislation. They become subject of interest for their topicality and increasing use, also for the inconveniences in demanding their validity and compliance. The research focused on the validity of the shareholder agreements, enforcement and inoponibility according to the Ecuadorian legal system. Exploratory study with qualitative techniques of documentary review and content analysis. in books of corporate law, Law of Obligations, Constitution, Civil and General Organic Code of Processes, Law of Companies, corporate doctrines of the Superintendency of Companies, and other related articles. It is concluded that the shareholder agreements, being a contract, is valid for those who sign it and becomes law for the parties, therefore, it is enforceable. They are not applicable where there is an omission of requirements which have no bearing on the existence or validity of legal acts, the parties remain bound by it. We consider it opportune to reformulate corporate legislation, to eliminate rigidity and limitations, to be comprehensive and sufficient on the subject, to include all the shareholder agreements, the unavailability, and exceptions when pacts comply with the law, are disclosed or signed by all partners, defining enforceability mechanisms, procedures and sanctions to resolve disputes and give security to those who choose to use them. We suggest to deepen the topic, in future studies.