El abuso de la minoría accionaria.

Abstract

The relationship between the majority and minority shareholders of a company has been an issue that has generated discussion over the years, generally inclined to recognize the minority shareholders as the disadvantaged party, granting them, consequently, protection mechanisms to enforce their rights against the decisionmaking power of the majority. The problem arises when the minority shareholder puts its own interests before the corporate interest of the company and chooses to abuse its rights of protection. Unlawful behaviors, such as obstructionism and blockage, end up disrupting the normal proper functioning of the company, inevitably leading it to a fateful end that results in an atypical dissolution. To avoid this, the majority resort to desperate measures, including the purchase of shares from minority shareholders, to put an end to the harassment of the company, which generates significant losses both for the legal entity and for them as majority shareholders. The present study seeks to analyze the abuses of the minority shareholders that occur when they misrepresent the protection rights granted to them, so that we can ultimately identify the legal loopholes that corporate law presents regarding the limits that should be imposed on minority shareholders to prevent the disruption of the operation of the company that mainly affects the corporate interest for which the company was incorporated.