YEAR 2015 N.º 3
Augusto Teixeira Garcia
Quorum; majority; resolution; abstention; Commercial Code
In private companies resolutions are passed with a majority based upon the total number of votes conferred by the legal capital (section 382). In such a system, the effect of abstention equals a negative vote. However the law states that abstention should be counted neither in favor nor against the proposal (section 380/2). Hence it is necessary to ensure that the application of both legal rules is compatible.
Three answers are possible: a) abstention always equals a negative vote; b) abstention equals a negative vote for resolutions referred in section 382/a), but not for those referred in section 382/b); c) abstentions are not counted, conforming to the literal meaning of section 380/2. Answer a) cannot be considered because that would amount to the abrogation of section 380/2. Of the other two possible answers, the one that prevails, considering rational and systematic arguments, is c).