Bufete de abogados penalistas Alonso Sala

group_removePractice Area

Abusive Agreements

Defense of the minority shareholder against the imposition of harmful agreements by the majority (Art. 291 CP).

The Majority "Steamroller"

Article 291 of the Criminal Code is the minority partner's trench. It punishes those who, taking advantage of their majority position, impose agreements that, without bringing benefit to the company, harm other partners with the sole purpose of profiting or harming them.

Typical cases we handle:

Non-distribution of dividends: Unjustifiably accumulating reserves year after year to "starve" the minority partner and force them to sell cheap, while administrators earn high salaries.
"Accordion" capital increases: Designed to dilute the participation of the annoying partner who cannot attend the increase (White Operation).

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Why Alonso & Sala for Abusive Agreements?

Specialized defense of minority partners against majority steamroller. Dual criminal-commercial strategy.

gavelDual criminal-commercial litigation: agreement challenge + Art. 291 complaint.
gavelAccounting experts: partner harm valuation vs. zero social benefit.
gavelCircumstantial evidence profit motive: emails, related operations, disproportionate salaries.
gavelMajority defense: social interest of agreement (investment, necessary expansion).

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FAQs

Is any agreement that harms me a crime?expand_more

No. For it to be a crime, the agreement must be 'abusive', not benefit the company, and be imposed by the majority with the aim of personal gain or to harm the minority. A simple disagreement is a business dispute, not a crime.

If I don't distribute dividends, is it a crime?expand_more

It can be. If the company has recurring profits and the majority systematically refuses to distribute dividends without a justified reason (e.g., a necessary large investment), it can be an abusive agreement to force the minority shareholder to sell their stake cheaply.

What is an 'accordion' capital increase?expand_more

It's an operation to 'clean up' the balance sheet and, often, to oust minority partners. It consists of reducing capital to zero to absorb losses and simultaneously increasing it. If done so the minority cannot participate, they are diluted. It can be a crime.

How is 'profit motive' proven?expand_more

It's the hardest element. It's proven by circumstantial evidence: if the agreement directly benefits companies of the majority, if they raise their salaries while denying dividends, or if there are communications revealing the intent to harm the minority.

Isn't this a matter for the commercial court?expand_more

Yes, corporate agreements are challenged in the commercial jurisdiction. But if the agreement is 'manifestly' abusive and intentional, it can also be a crime. Often, both paths (criminal and commercial) are pursued in parallel.

If I am the majority shareholder, how do I defend myself?expand_more

By demonstrating that the agreement, although it may punctually harm the minority, was adopted in the interest of the company. For example, not distributing dividends to finance a necessary expansion or a strategic investment that will benefit everyone in the long run.

listTable of Contents

shieldClaves de la Defensa

Social Interest

Agreement benefits company long term vs. majority whim.

No Profit Motive

Prove there was no self-enrichment or intentional harm.

Fictitious Majority

Majority can be victim if minority alliance harms them.

gavelElementos del Delito

check_circleMajority:Take advantage of majority position (real or fictitious alliance).
check_circleAbuse:Agreement without social benefit that harms other partners.
check_circleProfit Motive:Self-enrichment or intentional harm (circumstantial evidence).

gavelConsecuencias Penales

Prison 6m-3y

Or fine equal-triple benefit (Art. 291).

Disqualification

Up to 6 years managing companies.

Commercial Route

Agreement challenge + damages in parallel.

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Harmed Minority Partner?

Criminal + commercial defense. Abusive agreement challenge + Art. 291 complaint.

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