ITALY Law and Practice Contributed by: Francesco Di Carlo and Flavio Acerbi, FIVERS Studio Legale e Tributario
Typically, the board of directors or the chair - man (the board of statutory auditors, in case of inaction) call the meeting with a notice that indicates the place and time of the meeting and the agenda. In a non-listed SPA, the notice may be sent by email or any other means to each shareholder at least eight days in advance or, alternatively, be published in an official publication (the Official Gazette) or at least one newspaper at least 15 days in advance. A listed SPA is required to publish the notice at least 30 days in advance and post it on the com - pany’s website (or a different period, as required for specific items on the agenda), together with a report explaining the items on the agenda. If so provided under the by-laws, the meeting may take place anywhere in Italy or even abroad, as well as by means of telecommunication. At the opening of the meeting, the chairperson is required to identify the attendees, their entitle- ment to participate (in person or by proxy), the reaching of the relevant quorum and the validity of the meeting. The chairperson appoints a secretary, who is tasked with the drafting of the minutes of the meeting. The chairperson conducts the meeting, leaves the floor to the managers that are called to explain the different items and/or shareholders that intend to intervene, puts the items on the vote and proclaims the result of each vote. In a listed SPA, the by-laws may entitle the board of directors to provide that the shareholders may participate in a meeting only through a desig -
nated proxy (ie, the shareholders may vote only through voting instructions given to the desig - nated proxy ahead of the meeting). The minutes of each meeting are signed by the chairperson and the secretary and included in the official book of shareholder meetings. SRL The rules governing the holding and conduct of quota-holder meetings in an SRL are very flex - ible. The by-laws of each SRL may determine the means and timing for the calling of a meeting. 5.4 Shareholder Claims Shareholders are entitled to claim damages against the directors, in the event of a breach of their duties, as well as against the parent com - pany (if it exercises direction and co-ordination over the company) and its directors, in case of breach of the “principles of proper corporate and business management” (see 4.8 Consequenc- es and Enforcement of Breach of Directors’ Duties ). 5.5 Disclosure by Shareholders in Publicly Traded Companies In general, under Italian law, each person is required to notify the Market Authority (Consob) and the relevant listed company whenever it acquires or reduces its participation above or under specific thresholds of the voting share- capital (ie, 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50%, 66.6% and 90%). For SMEs (small and mid-size enterprises), the initial threshold is reduced to 5%. Disclosure obligations also apply when a per - son acquires a significant “long position” on the shares of a listed company through financial instruments, derivatives and other contracts (subject to specific thresholds and exemptions).
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