In proceedings for the challenge of corporate resolutions brought in arbitral proceedings, there is no necessary joinder with parties who have entered into shareholders’ agreements with the company’s shareholders, even when the award may indirectly affect the consequences of such agreements, since passive standing belongs exclusively to the company to which the corporate resolution is subjectively attributable.
The failure of the arbitral tribunal to expressly decide on pleas of nullity of shareholders’ agreements raised merely as an instrumental means to reject the opposing party’s claim does not constitute the defect of failure to decide under Article 829 paragraph 1 no. 12 of the Code of Civil Procedure, when the reasoning of the award demonstrates an absorbing evaluation of the issue that entails its implicit rejection.