Criminal Lawyers for Harmful Corporate Agreements
Defense and prosecution in cases involving abusive or harmful corporate resolutions.
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Harmful corporate agreements (acuerdos lesivos, Articles 291-292 Criminal Code) criminalize the imposition of abusive agreements by majority shareholders or administrators that harm the company, its partners, or third parties. These provisions protect minority shareholders from majority abuse and ensure corporate decisions serve the company's interests rather than the personal benefit of controlling parties.
Legal Framework: Articles 291-292 CP
Article 291 punishes anyone who, using a fraudulent majority (obtained through abuse of power, manipulation of votes, or preventing legitimate exercise of voting rights), imposes agreements known to be harmful to the company or its partners. Article 292 punishes imposing harmful agreements by taking advantage of a majority position (even without fraud). The protected interest is the proper functioning of corporate life and the rights of the minority against the abuse of those who control the company.
Elements of the Offense
Three elements must concur. The active subject is qualified: shareholders or administrators who control the decision. The conduct is the imposition of an agreement through a fictitious or fraudulent majority, or through the abuse of a real majority position. And the agreement must be harmful to the company, its partners or third parties, with the imposer's knowledge of that harm. The dividing line —between a legitimate, if unwelcome, business decision and a criminal abuse— is precisely where these cases are decided.
Defense Strategies
Our defense (for accused administrators) focuses on: proving the agreement served a legitimate business purpose (Business Judgment Rule); demonstrating all shareholders had proper notice and opportunity to participate; establishing the decision was based on reasonable business criteria and expert advice; and arguing the alleged harm is a normal business risk, not criminal misconduct. For victimized shareholders, we pursue criminal complaints combined with corporate governance remedies.
Criminal Consequences
The basic offence (Art. 292 CP) carries prison of 6 months to 3 years or a fine of the amount to triple the benefit obtained. Beyond the penalty, a conviction entails the civil liability for the harm caused to the company or the minority, and frequently runs in parallel with the corporate-law challenge to the agreement itself. Because the criminal and corporate avenues interact, the strategy —whether in defence or in prosecution— must coordinate both fronts.
Our Defense Strategy
Meeting Validity
Analyze whether the meeting convocation and constitution met legal and statutory requirements.
Absence of Harm
Demonstrate that the agreement did not cause actual economic harm.
Corporate Crimes in Spain: Director Liability and Shareholder Protection (Arts. 290-297 CP)
Corporate crimes (delitos societarios) are a specific category of economic offenses that protect the proper functioning of commercial companies and the rights of their shareholders. Regulated in Articles 290 to 297 of the Spanish Criminal Code, they encompass offenses ranging from false accounting to abuse of majority power and obstruction of regulatory inspections. These are crimes that can only be committed by company directors or partners in their corporate capacity.
Penalty Overview: Corporate Offenses
| Offense | Article | Penalty |
|---|---|---|
| False Accounts | Art. 290 CP | 1 – 3 years + fine |
| Abusive Agreements | Art. 291 CP | 6 months – 3 years |
| Harmful Agreements | Art. 292 CP | 6 months – 3 years |
| Denial of Rights | Art. 293 CP | 6 months – 3 years |
| Obstruction of Inspection | Art. 294 CP | Fine 12-24 months + disqualification |
| Unfair Administration | Art. 252 CP | 1 – 6 years |
Key Defense Strategies
Business Judgment Rule
Demonstrate that the director's decision was made within reasonable business parameters, with adequate information, and in good faith — even if the outcome was unfavorable.
Absence of Economic Harm
Corporate crimes under Arts. 290-295 require actual financial damage to the company or its shareholders. If harm was speculative or non-existent, the offense is not complete.
Shareholder Consent / Ratification
If the general meeting ratified the director's actions or all shareholders consented, certain corporate offenses may lack the required element of acting against corporate interest.
Statute of Limitations
Corporate crimes carry relatively short prescription periods (5 years). Complex corporate investigations often exceed these timeframes, providing a strong procedural defense.
Why Choose Us?
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