Case: the parent company that licenses its brand to a subsidiary –

By Jesús Alfaro Águila-Actual

The group of firms whose mother or father firm is Central Lechera Asturiana Sociedad Agraria de Transformación (hereinafter basic)

On the time the lawsuit occurred, CLASAT owned 66% of the shares of CAPSA FOOD

Subsequently, CLASAT acquired the stakes in CAPSA FOOD from the minority shareholder in order that it now held 81.53% of CAPSA FOOD

The “Central Lechera Asturiana” model is owned by CLASAT. CAPSA FOOD completely makes use of this model to establish and distinguish its dairy merchandise below a model license settlement with CLASAT

The information

It’s in regards to the problem of an settlement adopted by the CAPSA FOOD board of administrators by which it’s determined to enter into a brand new model license settlement between CAPSA FOOD and CLASAT), proprietor of the model and majority shareholder of the previous. CAPSA – the corporate working within the manufacturing and distribution of dairy merchandise had been utilizing the “Central Lechera Asturiana” model below a 15-year model license settlement. When it expires, CLASAT proposes to CAPSA to have a good time a brand new one and CAPSA accepts the circumstances provided by CLASAT. One among CAPSA’s directors considers that the brand new model license settlement may be very damaging for CAPSA as a result of the canon or royalty to pay for using the model is far greater than prior to now and, due to this fact, the CAPSA board of administrators needed to reject CLASAT’s supply. However, as CLASAT has a majority on CAPSA’s board, the settlement goes forward and the directors who voted in opposition to it are compelled to problem it.

Ideas whose that means have to be recognized


The query

Can the directors appointed by CLASAT vote within the decision adopted by the CAPSA FOODS board of administrators accepting the proposal for the “Central Lechera Asturiana” model license settlement made by CLASAT?

Affordable solutions


  1. No. They’re in a battle of curiosity and there’s a danger that they may make the curiosity of the mother or father prevail over that of the subsidiary, of which they’re directors.
  2. Sure. In any other case, the directors appointed by the minority shareholder of the subsidiary (of CLA) may blackmail the bulk shareholder. The directors appointed by the mother or father aren’t in battle of curiosity throughout the that means of artwork. 228 LSC in relation to artwork. 231 LSC
  3. Sure. The curiosity of the group – of which the cooperative is the mother or father firm – prevails over the curiosity of the subsidiary, however the mother or father should compensate the subsidiary for the injury that the conclusion of the trademark license settlement causes it.
  4. Sure, but when the minority events problem the board’s decision, the bulk should justify that the approval settlement for the model license settlement was in accordance with CLASA’s company curiosity as a result of the administrators appointed by the mother or father had been in battle of curiosity .

Authorized Supplies

Articles 204 ss Capital Companies Law

Article 190 Capital Companies Law

Articles 226 ss Capital Companies Law

Article 251 Capital Companies Law

Further questions

1. Examine the Central Lechera Asturiana case with the case Carbonica Murciana

2. Point out the related variations to determine on the validity of the board settlement in CAPSA FOOD and in Carbónica Murciana.

3. Examine these two instances with the case AlphaSpray and point out which of the 2 earlier CAPSA FOOD or Carbónica Murciana is extra comparable within the related features to determine legally.

4. Examine the three earlier instances with Acciona / Trasmediterránea

5. Analyze the judgment of the commercial court of Oviedo who selected the case and the judgment of the Provincial Court of Asturias which resolved the attraction in opposition to the judgment of the Court docket. Why is there no Supreme Court docket ruling?

Particular studying supplies

Conflicts of curiosity of funding banks and the duties of directors
The doctrine of enterprise alternatives primarily based on a North American case
“Play for me”: the loyalty duties of directors
Linked transaction
The diversion of energy as an infringement of the responsibility of loyalty. The artwork. 228 a) LSC
Conflicts of curiosity of the accomplice and associated individuals
The responsibility of unbiased motion of the directors in the perfect curiosity of the corporate

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