Los acuerdos de accionistas: el remedio contractual para minoritarios frente a las tensiones entre la primacía de accionistas y la teoría de los terceros interesados en las sociedades de beneficio e interés colectivo “BIC” en Colombia
Thesis
Give an answer to the question “What is the purpose of a company?” has generated a broad debate in contemporary comparative corporate law regarding the ideal model of corporate governance. This debate is divided into two positions: one in favor of management decisions being exclusively aimed at maximizing shareholders´profits (Shareholderism), and the other that advocates giving preference to the interests of the stakeholders, such as consumers, workers and even the environment (Stakeholderism). This last approach has been intensified with the introduction of legal figures as BICs in Colombia and B Corporations in the United States. However, there is a high risk that these figures aggravate the agency problems that are inherent to any corporation, an aspect that has not yet been properly analyzed in closed capital contexts, such as the Colombian case. Therefore, the purpose of this article is to offer minority shareholders a contractual remedy in shareholder agreements to mitigate the agency problems risk that are intensified based on a new managerial approach, in BICs. The above, considering that, currently, neither the doctrine of the Delegation of Commercial Procedures of the Superintendency of Companies nor the ordinary jurisdiction have examined a corporate litigation action arising in the context of a BIC company.
