From the Labour Law Department  at BELZUZ ABOGADOS, S.L.P., as lawyers specialising in labour law and specialists in the procedural practice of claims by Directors and Senior Management staff for the delivery of corporate shares to the termination of their employment contracts before the Labour Jurisdiction, we come to comment on what in our opinion is an important Judgment of the Supreme Court of 9 April 2025.

The issue debated in the aforementioned Judgment is to determine whether the requirement provided for in stock option plans or share delivery plans relating to the fact that the worker must be registered with the company during the entire accrual period of the program in order to consolidate the right to receive it, is enforceable and valid in cases in which the dismissal of the worker has been declared unfair.

To this end, the Supreme Court analyses the appeal of the company sentenced to the delivery to the plaintiff worker of a significant number of shares committed in its Share Delivery Plans by Judgment of the High Court of Justice of Madrid of 18 May 2022 (EDJ 2022/601118).

In the legal grounds of the Judgment of the High Court of Justice of Madrid, it is established that the attribution of the right to the claimed shares is considered variable remuneration, which usually requires permanence in the company to receive said variable remuneration, although it brings up the Judgment of the Supreme Court of April 5, 2022, according to which any limitation of the right due to termination of the employment contract cannot be considered valid when it involves a violation of article 1256 of the Civil Code.

Article 1256 of the Civil Code establishes that «the validity and performance of contracts cannot be left to the discretion of one of the contracting parties», therefore in order to judge this type of matter, it is necessary to analyze whether the termination of the employment contract has been due to a voluntary decision of the worker or causes beyond the will of the worker and dependent on the will of the employer. as in the case in question where a disciplinary dismissal declared unfair where the provisions of the aforementioned article 1256 of the Civil Code are not complied with due to the company’s decision not to deliver the previously committed shares to the worker.

The Supreme Court confirms the illegality of the non-delivery of shares previously committed to the worker in the corresponding action plans in the event of unfair dismissal, as it violates the provisions of article 1256 of the Civil Code, also adding its doctrine (among others it cites the STS of March 27, 2019) regarding that the salary already earned by the worker must be paid, and that its collection cannot be conditioned to the worker’s permanence in the company at the time of payment of the salary earned.

The Supreme Court understands that the termination of the worker’s employment was not a voluntary termination but was motivated by a unilateral decision of the employer judicially classified as unfair dismissal, and that such termination occurs prior to the maturity or accrual of the committed shares that the company refuses to deliver as it does not comply with the requirement of permanence in the company on the date of delivery. concluding the High Court in the confirmation of the Judgment of the High Court of Justice of Madrid as the company violated the provisions of Article 1256 of the Civil Code, confirming the obligatory nature of the delivery of shares, or as in the present case due to the very terms of the Plan in question to alternatively pay its amount valued at the date of the Judgment.

In conclusion, from BELZUZ ABOGADOS, S.L.P. and its team of labour lawyers, taking into account the Judgments commented on in this article, we recommend to Directors or Senior Management staff who have been given Plans for the delivery of shares or stock options subject to the condition of maintaining the employment relationship at the time of maturity or accrual of the committed shares, that either prior to or after the termination of their employment contract they obtain the appropriate legal advice such as that provided by the Labour Department of BELZUZ ABOGADOS, S.L.P., given the high economic amounts that could be claimed depending on the caser.