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Corporate governance tensions surface at Lopesan in Germany: minority shareholders question corporate control

Corporate governance tensions surface at Lopesan in Germany: minority shareholders question corporate control

Gara Hernández - M24h Tuesday, November 18, 2025

LS INVEST AG (LSIAG), the European arm of the Canary Islands-based tourism group Lopesan, is facing increasing pressure from its minority shareholders just days before a general meeting that could redefine the company's governance. In a letter addressed to Eustasio López, president of the Lopesan Group and indirect majority shareholder of LSIAG—which Maspalomas24H has obtained—a group of German investors warns of a “structural deterioration” in the company's legal and corporate management and demands an immediate change in the board's leadership.

The letter, signed by eleven minority investors and headed by the veteran Matthias Schmitt (HWPH AG), accuses the company of "repeatedly exposing all shareholders to unnecessary litigation," referring to delays in calling the meeting, deficiencies in translation during previous sessions, and decisions that, they allege, fail to meet basic requirements of German law applicable to the firm.

The conflict arises at a delicate time for the European tourism sector, where regulatory pressure and volatile operating costs are forcing hotel groups to strengthen their transparency and internal discipline. Lopesan, one of the largest private employers in the Canary Islands, operates in markets as diverse as Germany, the Dominican Republic, and Austria, with LS INVEST as a key vehicle for its expansion and for holding strategic assets.

Minority shareholders cite several incidents that, in their view, demonstrate a “lack of knowledge or adequate advice” on the part of LS INVEST’s Board of Directors and Supervisory Board. Among the examples mentioned: the annual general meeting, which legally had to be held before August 31, was convened for December; and the absence from the agenda of a mandatory minimum dividend of 4%, as stipulated in §254(1) of the German Limited Liability Companies Act, which opens the door—once again—to legal challenges.

These criticisms are compounded by an unusual complaint within the German-Swiss listed companies: the company's top executives "only speak Spanish," which, the signatories assert, leads to poor translations and a systemic breakdown in communication with non-Spanish-speaking shareholders. According to these investors, the errors and misunderstandings of previous sessions have contributed to new legal disputes and a climate of distrust.

The disagreement is exacerbated by what minority shareholders consider a breach of commitments made by management at a previous extraordinary general meeting: delayed reports, the absence of the promised special dividend, and the dismissal of the special representative appointed by the shareholders. “Those who demand trust must also deliver,” they point out.

One particularly sensitive issue is the relationship between LS INVEST and Lopesan Touristik SAU, the group's Spanish subsidiary. The signatories maintain that the latter operates "as if there were a control agreement and a transfer of profits and losses," despite the fact that no formal agreement exists. The letter directly asks why an agreement providing legal cover for a structure that is already functioning in practice has not been formalized.

As a way out of the current deadlock, the minority shareholders propose adding Jan Weber, a lawyer specializing in German corporate law, to the board. Their aim is to "redirect governance" and ensure that future meetings are held in German, thus minimizing the risk of legal challenges. They assert that his appointment would usher in "a new era of dialogue" and extend an invitation to López for a personal meeting with the candidate.

So far, LSIAG and the Lopesan Group have not issued any public comments on the letter or Weber's proposal. However, Canary Islands lawyers specializing in German corporate law, consulted for this report, suggest that the case reflects a growing pattern in the internationalization of Spanish family businesses: complex corporate structures, exposure to stricter legal frameworks, and tensions arising from the professionalization of their governance.

The meeting on December 11 will be a critical test. For minority shareholders, it's a turning point; for the majority shareholder, an opportunity to strengthen its position in one of Europe's most competitive tourism markets. What happens there could set the tone for the relationship between Lopesan and its international partners for years to come.

 

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