A dispute concerning the challenge of a resolution approving company accounts for failure to meet the requirements of truthfulness, clarity and precision cannot be referred to arbitration, since the rules intended to guarantee such principles, in addition to being mandatory, transcend the interest of the individual shareholder and relate to inalienable rights, being also laid down for the protection of the legitimate expectations of all parties entering into relations with the company.
The statutory arbitration clause which refers to arbitrators disputes “between shareholders concerning company matters” is not applicable to proceedings for the challenge of shareholders’ resolutions, in which the sole proper defendant is the company and not the individual shareholders, with any judgment declaring nullity or annulment producing effects exclusively against the company and not directly against the shareholders.