Rivista del Diritto Commerciale e del diritto generale delle Obbligazioni

Abstract: Shareholders’ meetings of listed companies: from the pandemic emergency to the reform of the Financial Market Act – This article traces the cross-time evolution of the rules governing shareholder meetings at Italian listed companies, from the Covid-19 emergency framework to the proposed amendments to the Consolidated Law on Finance (TUF), which implement a reform aimed at boosting the openness of capital markets. The baseline thesis is that such evolution entails a commendable shift from ritualistic formalism to functional optimization, yielding a more efficient way of holding meetings without sacrificing core governance rights. The author traces the consolidation of the ‘designated representative’ (RD) as a central proxy-voting hub and the rise of remote-only meetings, which have now been codified in the applicable law. Moreover, he analyses the proposed introduction of a threshold for participation in the floor discussion – i.e., up to 0.1% of share capital – as a reasonable barrier against increasingly common dilatory floor interventions, merely aimed at annoying the company and its officers. The envisaged new TUF, on the one hand, empowers the company’s articles of association or corporate governance bodies – that is, with a full-fledged exercise of autonomy – to decide whether the meeting debate should be circumscribed to shareholders with a material interest in corporate management; on the other, it preserves minorities’ rights to submit questions and proposals, as well as to vote (directly or via the RD), regardless of the stake held. Therefore, the ‘voice’ of shareholders would be steered toward pre-meeting engagement and binding voting instructions rather than open-microphone obstructionism. The paper discusses the most recent innovations while accounting for several changes that have occurred over a longer timespan: spanning from the 2003 structural reform of Italian corporate law to the EU Shareholder Rights Directives and the above-mentioned changes in domestic legislation. It does so by addressing relevant doctrinal opinions and, in drawing conclusions, by considering solutions adopted in foreign jurisdictions. The author argues that the proposed TUF provisions are fully consistent with principles of proportionality, transparency, and orderly markets, while likely improving overall participation, cost-effectiveness, and the quality of deliberation.  

Sommario: 1. Introduzione: come sta cambiando l’assemblea delle società quotate – 2. I caratteri dell’assemblea, e del suo svolgimento, dopo le ultime modifiche. Il ruolo del «rappresentante designato» – 3. L’evoluzione dell’ordinamento verso un assetto più semplice ed efficiente – 4. Alcune letture dottrinali dell’assemblea che cambia – 5. Conclusioni: sui pregi della “nuova” assemblea e l’opportunità di riservare la discussione ai soci con un effettivo interesse gestionale.  

Keywords: Shareholder meetings — Shareholder rights — Designated representative — TUF — SRD — Remote-only meetings — Discussion threshold — Efficiency.