Right of information of the partner and abuse of right

The TS declares that the right of information of the member is of an irrevocable and autonomous nature, but must be exercised in any case in a non-abusive manner.

The Chamber states that the right of information of the partner is irrevocable and autonomous, and is not a simple instrument of the right to vote in a meeting, hence the member has the right to be informed even after the meeting is held. But, in any case, it is not an unlimited right, since, apart from being conditioned to the fulfillment of certain requirements (direct and close relationship with the agenda, request at the right time, etc.), it is subject to the generic limit or immanent of its exercise non-abusively, objectively and subjectively.

What should be examined casuistically according to multiple parameters, among others, the characteristics of the company and the distribution of its capital, volume and form of the requested information.

Among such circumstances to be taken into account, it is important that the partner performs or has performed administrative functions during the period to which the request for information is contracted, since in that case there will have been greater possibility and ease of access to social affairs, given account that for the social administrator the obtaining of information is not a right, but a duty.

For these reasons, the objection of agreements made by a partner based on the infringement of the right to information is rejected, given the quality of the chairman of the board of directors of the opposing partner during a large part of the year to which the information requested was referred.