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Response to the announcement of the Board of Directors of Real Murcia by the lawyers of Mauricio García de la Vega (09/11/2018)

On November 8, 2018 the Board of Directors of Real Murcia CF, SAD (hereinafter, the REAL MURCIA) has published a statement in which, in addition to disseminating confidential data, makes a series of false and inaccurate statements , that, by reason of the publicity with which they have been made, "NATIONAL ICONS, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE" (hereinafter, ICONOS) is obliged to respond in an equally public manner.

Thus, from the reading of said statement, the following points deserve comment:

1º.- It is recognized that the "resolution of the CAS is firm, especially if the parties reject it".

Therefore, one of the excuses expressed by "CORPORACIÓN EMPRESARIAL AUGUSTA SL" (hereinafter, "CORPORACIÓN") is denied to the Board of Directors of REAL MURCIA in a letter dated August 30, 2018, stating that said Award he was not firm, and that he was going to proceed to appeal it before the Swiss Federal Court.

In any case, as it is an arbitration award, the Board of Directors should have already been aware when it was requested on August 9, 2018 that the arbitration award, both in Spain (Article 43 of the Arbitration Law) and in Switzerland "Produces effects of res judicata";

that is, it is firm and definitive.

For this reason, among other effects, at the General Assembly of REAL MURCIA CF, SAD held on September 4, 2018, and by which a capital increase of the aforementioned SAD was approved, it had to attend as ICONOS and not CORPORACIÓN as titular 84 % of the share capital of the SAD, prevented by the Board Presided by Gálvez, reason why, among others, said assembly has been challenged judicially.

2nd.- Affirms also that said award "does not contain obligations for the REAL MURCIA CF, SAD, but only for the company CORPORACION EMPRESARIAL AUGUSTA", but it forgets to mention that the award definitively resolves the conflict between ICONOS and CORPORACIÓN with effects of res judicata declaring that "on March 7, 2018, the contract for the sale of shares was perfected, transferring ownership of all the shares held by the Respondent in the Real Murcia Club de Fútbol, ​​SAD in favor of the Claimant".

REAL MURCIA did not need to be sued, as it had not subscribed nor, therefore, breached the purchase option contract, nor could it be a party to the arbitration procedure, as it had not been contractually submitted to the TAS in relation to that contract.

It was, in effect, a conflict that arose exclusively between ICONOS and CORPORACIÓN derived from the fact that this last mercantile not only denied the transfer effects of the property to the opportune option and duly exercised by ICONOS, but even after that exercise. he had signed a deed of sale of the same shares with GÁLVEZ BROTHERS, a sale that, by the way, was expressly and suspensively conditioned to obtaining an authorization from the CSD that has never been granted.

Consequently, once such contractual conflict has been resolved, the will of CORPORACIÓN is not necessary because a decision with the effect of res judicata has aired the matter, which should and should lead to the inscription of the person who through the reiterated award proves to be the actual owner of the actions, without it being admissible to await the voluntary communication of CORPORACIÓN nor to a forced execution of the award.

That is, before the award, the Board of Directors could legitimately, in view of the opposition of CORPORACIÓN, doubt and not pronounce on whom the ownership of the shares really belongs, and refer to the result of the corresponding judicial or arbitration proceeding. decide on this issue, but once you have the award on the table, it is ridiculous, inappropriate and illegal to appeal again to the need for consent of CORPORATION for registration.

3º.- Nevertheless, this communiqué of the new council now affirms, as a supposed new and essential argument to deny the inscription, that "NATIONAL ICONS has come to recognize in its writing contributed to this Board of Directors of August 30, 2018 that it was This declaration of will by CORPORACIÓN EMPRESARIAL AUGUSTA is required to have access to the Members' Book, when its folio 20 comes to recognize that "it has required" CORPORACIÓN EMPRESARIAL AUGUSTA "so that on August 29, 2018, at 12 o'clock" the same, not having appeared legal representative of "CORPORACION EMPRESARIAL AUGUSTA" to give such consent ".

This statement is false and shows the extent to which gross excuses are used to continue the strategy of GÁLVEZ BROTHERS to maintain (eight months later!) The fiction that CORPORACIÓN continues to be the largest shareholder of REAL MURCIA to, from that fiction, dilute the shareholder majority of ICONOS.

In effect, ICONOS has not required any "declaration of will" from CORPORACIÓN, since no sense or object would have once declared the award of transfer of ownership of the shares, but what literally was required of CORPORACIÓN was "to inform to the Board of Directors of Real Murcia CF, SAD, which has operated the transfer of the shares, as declared by award by the Arbitral Tribunal du Sport of July 31, 2018, to the effect that said board of directors recognizes the books of the company, expressly to my representative as owner of the actions object of the Contract ".

Once ICONOS had a favorable award, it was in its perfect right to request CORPORACIÓN to comply voluntarily with the consequences thereof, without thereby renouncing in any way the ownership of the shares, the award itself and its effects. .

Due to the fact that CORPORACIÓN did not want, for the obvious reason of its commitments with GÁLVEZ BROTHERS and that led it to allow Víctor Manuel Gálvez Espinosa to reach the Presidency of REAL MURCIA, voluntarily communicate said effective transfer of the shares, or disappear from the legal world the effects of res judicata of the award nor can the current Council pretend to ignore it.

4º.- In this same sense, invoke art.

7 of the Statutes is absurd, because that statutory provision refers to cases in which there is no controversy and, therefore, there has been a need to obtain a final arbitral or judicial decision that clarifies who owns the property.

Once obtained the same, as it is the case, the art.

116.1 of the Capital Companies Act requires that in the book-register "the successive transfers of the shares shall be registered".

5º.- It is false, therefore, that "the Board of Directors of Real Murcia CF, SAD, always complies and will comply with any final judicial decision and is completely determined to enforce legality and legal security within the Club" , because they had and have in their possession an award that produces effects of res judicata since July 31, 2018 and, despite this, continue to maintain in November 2018 as a shareholder who really is not since March 7.

Unheard.

6º.- It should be remembered, although it should not be necessary, that the directors of a company must act in good faith and with neutrality, while in this case, both the persons related to GÁLVEZ BROTHERS and the new directors have acceded to the Board of Directors of REAL MURCIA with the shares that CORPORACIÓN transmitted to ICONOS.

In fact, GÁLVEZ BROTHERS had been acting in the successive Boards of REAL MURCIA under powers of attorney conferred by CORPORACIÓN.

What neutrality can this board of directors have to decide the registration in the register of partners when the recognition that ICONOS is the maximum shareholder necessarily implies depriving them of the shareholding fiction with which they have entered the REAL MURCIA?

The means under which the current council has accessed the REAL MURCIA is exactly the same as that of the Gálvez family, on the basis of denying the ownership of the shares owned by ICONOS.

7 .- In short, again using the shares CORPORACIÓN, the current council accesses the REAL MURCIA, continues to perpetuate and becomes an accomplice of a clear abuse of law, which should not merit protection, taking advantage of obvious bad faith the influence on life of this SAD of the ownership of shares of REAL MURCIA that are no longer owned by CORPORACIÓN since March 7, 2018.

Proof of the above is that it concludes its communication inviting ICONOS to participate in the capital increase, when they are perfectly aware, and that is the strategy of GÁLVEZ that they try to take advantage of in order to dilute ICONOS's shareholding majority, which, in accordance with the expansion agreement , natural or legal persons that were not registered in the registry book of REAL MURCIA partners on September 4, 2018, may not acquire more than € 12,200 of share capital, a limitation that, in the words of Gálvez himself during the meeting "It obeys to avoid that the Club can enter people from outside of Murcia facilitating that it can subscribe the increase of capital by people here".

8º.- Therefore, when the new council indicates that "there is no full legal basis that entails the inscription in the Partner's Book of the mercantile", what actually means is that, despite having recognized that ICONOS is the holder of the shares transferred by CORPORACIÓN because this is declared by an award with res judicata effects, as its own existence is a tributary of the shareholding fiction created and maintained by CORPORACIÓN and GÁLVEZ BROTHERS, it has no other recourse than to appeal to the absurd argument that CORPORACIÓN it does not voluntarily communicate such transmission, and, along the way, continues to take advantage of a capital increase expressly designed to deprive ICONOS of the status of maximum shareholder.

This position, like that of GÁLVEZ before, constitutes a genuine fraud to the Capital Companies Law and to the legitimate rights of ICONOS as the main shareholder of the SAD, as well as a criminally reprehensible conduct typified in art.

293 of the Criminal Code, for which ICONOS reserves the right to exercise additional actions to those already proposed to challenge the capital increase.

9º.- Finally, in a SAD the legitimacy to intervene in the management does not give the civilian neighborhood or wrap itself in the flag, nor the appearance of being anointed as a saving messiah.

The legitimacy is given by the shares and both this advice and any result of the capital increase is based on the lie of the actions of CORPORACIÓN.

REAL MURCIA does not deserve this deception.

Source: Agencias

Notice
UNE-EN ISO 9001:2000 - ER-0131/2006 Región de Murcia
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