Clifford Chance has advised Distrito Castellana Norte (DCN), the developer of the largest urban project in Europe (“Madrid Nuevo Norte”, known for years as “Operación Chamartín”), in an arbitration brought by its minority shareholders, to seek the annulment of the certain amendments to the articles of association relating to pre-emptive acquisition rights.
The award published today rejects the claim for annulment of the amendment to the bylaws. BBVA, represented by Allen & Overy, has won the arbitration award it had with Merlin for the rights to sell its shares in Distrito Castellana Norte (DCN), the developer of Operation Chamartín. After several months of waiting for the award, it has ended up concluding that the majority shareholding prevails over any other legal consideration. With the award, Merlin’s appeal has been rejected and, therefore, the change in the bylaws approved by DCN, which allows BBVA to sell its stake to whomever it wishes, is perfectly valid. Therefore, the preferential right of the other two shareholders, Merlin and Grupo San José, over any potential buyer, is removed as long as they match their offer.
The Clifford Chance team advising DCN has been led by Litigation and Arbitration partner Fernando Irurzun, supported by counsel Fernándo Giménez-Alvear, of counsel Javier García de Enterría, and lawyer Victor Lana.
Allen & Overy represented INVERAHORRO SL, a subsidiary of BBVA, with a Litigation & Arbitration team comprising partner Javier Mendieta and counsel Emma Morales, as well as partner Fernando Torrente on Corporate matters, together with consultant Jesús Quijano, and associates Elisa Martín Vega and Gonzalo Jiménez-Blanco Zubiaga.
