ITALY Trends and Developments Contributed by: Francesco Di Carlo and Filippo Raynaud, Fivers Studio Legale e Tributario
Following the enactment of Legislative Decree No 47/2026, the legal framework governing sharehold - ers’ meetings has been further amended. In particular, the new provisions now allow the by-laws of listed companies to determine, on a permanent basis, the possibility to provide that shareholders’ meetings may be held exclusively through the designated proxy or through telecommunication means only. Slate of the Board of Directors (Article 12 Capital Law) Before the implementation of the Capital Law, there was no provision under Italian law that regulated (or prohibited) the presentation by an incumbent board of directors of a slate of candidates for the appoint - ment of the new board. In that context, it was common practice for a significant number of listed companies to have the incumbent board of directors present a slate of candidates for the appointment of the new board of directors. The Code of Corporate Governance (a self-regulatory code of conduct adopted by the vast majority of Ital - ian listed companies) highlights the need to ensure a transparent process for the formation and presenta - tion of a slate of candidates by the incumbent board of directors. The Italian market authority ( Commissione Nazionale per le Società e la Borsa , or CONSOB) issued a spe - cific warning in 2022, indicating some areas of con - cern regarding this practice and suggesting some best practices to address those issues. With the Capital Law, the Italian Parliament introduced for the first time a specific provision that regulates the way a listed company may allow the incumbent board of directors to submit its own slate of candidates and set forth significant restraints and limitations. In particular, pursuant to this new provision: • the right of an incumbent board of directors to pre - sent a slate of candidates has to be provided for in the relevant by-laws; • the board resolution on the presentation of the slate of candidates must be passed with the favourable vote of two-thirds of its members;
• the board slate must contain one-third more candi - dates than the number of members to be elected; and • the board slate must be filed and published at least 40 days prior to the relevant shareholders meet - ing (thus, an earlier deadline than the deadline of the 25th day prior to the shareholders’ meeting, provided for the submission of other lists). The new provision also provides for a set of detailed and not entirely clear rules for the allocation of the board seats following the vote of the shareholders, especially in the hypothesis that the slate submitted by the board is the one that obtained the highest num - ber of votes (also requiring in that case a second vote on each individual candidate on the board’s slate). This new provision roused harsh criticism, as it puts significant limits and hurdles on a business practice that was developing and was considered by many as beneficial for stronger corporate governance, espe - cially in listed companies with dispersed sharehold - ings. Consob subsequently adopted implementing amend - ments to the Issuers’ Regulation through Resolution No 23725 of 29 October 2025, by inserting the new Article 144-quater.1. Notwithstanding such imple - menting measures, the new framework continues to raise significant interpretive and practical issues. Multiple and Increased Voting (Articles 13 and 14 Capital Law) Until recently, Italian companies could not issue shares with multiple voting rights, although various types of limitations on the voting rights of shares could be provided in by-laws of a company (especially, a non-listed company). The prohibition to issue multiple voting shares was abolished in 2014, when the Ital - ian legislature allowed non-listed companies to issue multiple voting shares. Prior to the enactment of the Capital Law, a cap of three votes per share was previ - ously in place (Article 2351 (4) of the Civil Code). With the Capital Law, this cap has been elevated up to ten votes per share. It bears noting that the issue of multiple voting shares is not allowed for a company that is already listed on
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