Italy, Grieco e Associati updates

Company & Commercial

Contributed by Grieco e Associati
Supreme Court of Cassation examines shareholders' agreements and put option clauses
  • Italy
  • 20 May 2019

The Supreme Court of Cassation recently examined the admissibility of a put option clause in a shareholders' agreement of a joint stock company by which one shareholder was committed to indemnify the other shareholders from any losses arising from payments to the company for stock capital contributions or other payments having a similar effect. The court's decision confirms that Italian company law admits shareholder agreement clauses in line with the international principles of lex mercatoria.

New rules for limited liability companies
  • Italy
  • 08 April 2019

The rules concerning the corporate governance of limited liability companies were recently amended. The changes are twofold: some directly affect the bylaws of limited liability companies, while others affect the requirements for appointing professionals who perform auditing and supervisory duties for such companies. The new provisions must be adopted immediately by newly formed companies, whereas pre-existing companies must update their bylaws by 16 December 2019.

Shareholders' agreements – courts clarify rules for listed and non-listed companies
  • Italy
  • 18 March 2019

Italian company law contains specific provisions for shareholders' agreements relating to listed or non-listed companies. Two recent court decisions provide clarity in this regard and confirm that the existing legal framework broadly recognises the admissibility of shareholders' agreements in order to govern the rights and obligations of company shareholders, particularly for joint ventures in the financial, trade and industrial fields.

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