EFECTOS DEL CUMPLIMIENTO DE LAS FORMALIDADES DE PUBLICIDAD DE PACTOS RELATIVOS A LA TRANSFERENCIA DE ACCIONES EN SOCIEDADES ANÓNIMAS: ESTADO DE LA CUESTIÓN Y NUEVA PROPUESTA

Abstract

The paper investigates the meaning of the enforceability provided by the disclosure requirements that Chilean Corporations Act demands in the shareholders’ agreements on the transfer of shares. After critically reviewing the national literature and case law, it is argued that the annotation of the agreement in the firm records and its deposit in the company in practice involve little publicity, consistent with the fact that, in the rest of the sta-tute, the register of shareholders lacks projection towards third parties, such as an acquirer of shares. In this way, the effectiveness provided in the norm does not have a different scope from the effectiveness of civil law: imposing the existence of the contract –not its obligatoriness– as part of the legal reality.