shareholder has voting rights

Spain The corporation woke up with surprise a couple of weeks ago to learn about the new episode takeover bid which, if successful, could change the current configuration of the Spanish banking sector. He BBVA announced the presentation of a public offer Purchase of shares Sabadell Bank. Takeover bids are very rare in Spain. Shareholders of acquiring companies that are the target of a takeover always benefit. At least they didn’t get hurt because they always have the freedom not to sell or accept a takeover offer. Representatives of minority shareholders always like takeover bids, all takeover bids, for them there is never hostility in takeover bids. This is why I was surprised by the various opponents of BBVA’s announcement.

To some extent, what happened may be reminiscent of Shakespeare’s famous comedy.Much ado about nothingusually translated as Much ado about nothingbut sometimes like much ado about nothing. This is one of the great comedies of the Stratford-upon-Avon master, in which, in a complex network of people and relationships, in which all sorts of tricks of love, heartbreak, betrayal, loyalty, lies, truths and half-truths are revealed, in the end everyone makes up and celebrates big dance and big wedding. A powerful portrait of the complexity of the human being in an ode that ultimately celebrates its absolute simplicity.

Clearly, the announcement of BBVA’s takeover bid has created a lot of buzz in various areas of our society. But, without a doubt, the most important thing is the nuts. It is not my intention to embellish the significance that a takeover bid may have in the corporate sphere of listed companies. And even more so a takeover proposal that arises between two organizations of great weight and importance in the Spanish financial system. But what I would like is to rescue it from the political, economic, media and social vortex it is immersed in these days (noise) and bring it back to its essence, which is mainly legal and regulatory in nature (nuts). In this sense, a takeover bid represents a completely normal, ordinary, and even necessary dynamic in the proper functioning of financial markets. One of the various expressions for applying the rules of a market game. We can say that if it weren’t for OPAS, to paraphrase Shakespeare himself, our corporate world would smell like rotten meat.

It is therefore important to remember that we are dealing with a purely private transaction, that is, an operation between individuals. A simple offer to purchase shares addressed to shareholders. Most of the actors who have spoken more or less loudly so far don’t have much to say here. The administrators of Banco Sabadell really have nothing to say, and although they have already expressed their position on the matter, they will still have to release a report on the operation. Rather, they are required by law to abstain. And, strictly speaking, he has nothing to decide Government, in addition to expressing your opinion. While it is true that appropriate sectoral administrative approvals must be obtained to complete the process, it is equally true that they are in independent administrations, subject to the duty of due process. In my opinion, there is no arbitrary power of government in our system, as seems to be implied, to permit or disallow transactions in the private market. Thus, the yes or no of the successful completion of a takeover bid depends on the shareholder, especially the minority shareholder, who, as is usually the case, constitutes a controlling stake in listed companies.

Figuratively speaking, if we recall the final scene of the play mentioned at the beginning of the article, at the takeover party the main guest is the shareholder. There are other participants, especially those whose mission is to ensure that the party operates through established channels, that is, the rules of the game are respected. The rule of law also manifests itself in the private sphere. This is what the ordoliberals, to whom we owe so much for their vision of the interaction of law, economics and politics, called Private law firm (Privatrechtsgesellschaft). The market is one of the institutions that, within the framework of democracy, has brought more prosperity and prosperity to our civilization. It is therefore important to guarantee the application of the Law, eliminating the idea that it can be identified with the will of anyone in particular.

Regulators, government, and European minority shareholder associations and citizens will be watching this process very closely, ensuring, as far as possible, that the rules of the game are strictly respected and that the right of a shareholder to freely decide whether or not to accept an offer made to him is respected. The protection of the shareholder in this case consists of non-interference in the ongoing process, in which the last word remains with him.

Javier Cremades He is a lawyer and president of Cremades & Calvo-Sotelo..