Italy Updated: In the appeal of the shareholders’ resolutions, the special curator of the company is not appointed

In the appeal judgments of the shareholders’ meetings of companies, in which the legislator provides for the passive legitimation exclusively of the company, in the person of those who have the legal representation, there is no immanent conflict of interests such as to lead in any case to the appointment of a special curator pursuant to art. 78 c.p.c.; nor is an assessment of conflict of interest on the part of the director founded, only in so far as the resolution of the shareholders’ meeting concerns profiles pertaining to the same management body, given that seeing an immanent situation of conflict of interest would lead to the appointment of a special curator to the company in all or almost all cases of appeal against the resolutions of the shareholders’ meetings or boards, with the distorting effect, not intended by the procedural legislator, for which the appealing partner would always try to obtain, through surreptitious recourse to the procedure for appointing a special curator to the company pursuant to art. 78 c.p.c., the dismissal of the administrative body from the decision of the protection strategies on its behalf.

By Quorum, Italy, a Transatlantic Law International Affiliated Firm. 

For further information or for any assistance please contact italy@transatlanticlaw.com

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