Enforcement of shareholders’ agreements in Spanish venture capital transactions

Enforcement of shareholders’ agreements in Spanish venture capital transactions

Abstract:

The purpose of this paper is to analyze the legal framework surrounding the enforcement of shareholders’ agreements, especially in the context of venture capital transactions. We will review the contractual and corporate mechanisms available to ensure theire nforceability, as well as the recent developments introduced by Law 28/2022, of 21 December, on the promotion of the startup ecosystem. Special attention will be given to the limits posed by the non-opposability of such agreements to the company, the practical challenges this raises for legal practitioners, and the available strategies to mitigate their effects.

Keywords: Shareholders’ agreements, parasocial agreements, venture capital, enforcement, compliance, penalty clause, limited liability companies, startup law, emerging companies, startups.