Corporate case law

Sánchez, Carlos J. c/ Banco de Avellaneda S.A. y otros (National Commercial Court of Appeals, Chamber C, 22/09/1982)

The validity and effects of agreements among shareholders concerning the exercise of voting rights. The Commercial Court of Appeals analyzed the shareholders’ agreement as a contract among shareholders, its compatibility with corporate law, and its limits vis-à-vis the corporate interest, third parties, and the company itself.

CNCom., Sala C22/09/1982

Case caption

«Sánchez, Carlos J. c/ Banco de Avellaneda S.A. y otros»

What was at issue

The validity and effects of agreements among shareholders concerning the exercise of voting rights.

What was decided

The Commercial Court of Appeals analyzed the shareholders’ agreement as a contract among shareholders, its compatibility with corporate law, and its limits vis-à-vis the corporate interest, third parties, and the company itself.

Extractable criterion

The Commercial Court of Appeals analyzed the shareholders’ agreement as a contract among shareholders, its compatibility with corporate law, and its limits vis-à-vis the corporate interest, third parties, and the company itself.
The holding should be read in light of the legal interest protected in the area of shareholders’ voting agreements, not solely by reference to the documentary form of the act.
Evidence of the specific facts and of their impact on corporate or creditor rights is decisive when applying the precedent’s doctrine to another case.

Citation: CNCom., Sala C, «Sánchez, Carlos J. c/ Banco de Avellaneda S.A. y otros», 22/09/1982 — Jurisprudencia societaria y comercial

Practical application

It remains essential historical authority on shareholders’ agreements.

Frequently asked questions

What is the main takeaway from the case?

Does the rule apply automatically today?

No. The current statutory framework and the specific facts must be verified. Historical precedents retain doctrinal value, but later reforms may alter how they apply.

What should be proven in similar litigation?

The relevant corporate or commercial documentation, the parties’ conduct, the specific harm, and the facts connecting that harm to the central issue in the case: The validity and effects of agreements among shareholders concerning the exercise of voting rights.

Informational commentary on a published ruling; it does not constitute advice nor guarantee an outcome. Application to a case depends on its circumstances.

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