La libre negociación de acciones en las compañías anónimas y el derecho de tanteo o acuerdos privados con terceros autolimitando su libre negociación.

Abstract

The free movement of capital or free transfer of investments made on stock corporations is an inherent characteristic of these companies that allows for the unrestricted right of entry and exit of investors who promote their financing. This principle of free transferability of shares is embodied on the 189th and 191st articles of the Ley de Compañías, in which it is stated that the negotiation of shares doesn’t allow any limitation. However, the Ecuadorian Civil Code allows parties to celebrate contracts or conventions that fulfil conditions of permissibility and match the legal system. Faced with this dilemma, we ask each other, ¿It is possible to relinquish this prohibition and celebrate an inter partes pledge? ¿Can I provide clauses with a shareholder or with third parties in which there are self-imposed limits on my free transferability of shares? This pact is known as right of first refusal and allows another partner or third parties to acquire shares that were put on sale before some one else does, so their right of first refusal name. In difference with law in Spain, that allows for three kinds of restrictions for transferability of shares, current national law forbids statutory restrictions, and all other restrictions that are at odd s with law and order, but gives recognition to agreements as a source of legal obligations.