On the 30th of December the Italian Decree “Milleproroghe” was published in the Official Journal of the Republic of Italy. The decree extends some rules contained in the previous decree “Cura Italia”, issued in the early 2020 to face the Covid-19 crisis. Among the provisions of the law extended by the new decree, are those relating to corporate meetings in simplified forms, which have the goal to ensure the full operation of companies during the pandemic.
The Specific Provisions
In particular, limited and joint-stock companies, as well as associations and foundations, may provide by notice of ordinary or extraordinary meetings that, even in derogation to the various statutory provisions, votes may be expressed electronically or by mail, and that a remote presence is sufficient to be considered present in the meeting. The abovementioned legal entities may then establish that the general meeting itself has been held, even exclusively, by means of telecommunication that assures the identification of the participants, being not in the same place, as their participation and their exercise of their right to vote.
Furthermore, with regard to limited liability companies, it is provided, also in derogation to the civil and statutory provisions, that votes are to be expressed by written consultation or by express written consent.
Specific provisions are also laid down for companies with listed shares, for companies admitted to trading on an MTF (Multilateral trading facilities) system and for companies with shares that are widely distributed to the public. All of those companies, both for ordinary and extraordinary meetings, even if the articles of association provide otherwise, may appoint a representative to whom the members may confer (by the end of the second open market day preceding the date fixed for the general meeting), a proxy with voting instructions on all or some of the proposals on the agenda. The same companies may also provide that participation in the general meeting takes place exclusively through this designated representative.
Therefore, under such provisions, which have been very much welcomed by Italian legislators, companies will be able to continue to operate and to take relevant corporate decisions with flexibility. This legislative extension is particularly favorable for all those who in this period and due to the pandemic, are stationed abroad and cannot return to Italy.
Conclusion
In any case, since this is an emergency and consequently a temporary legislation, it is advisable to include in the articles of association of the company, certain clauses that always allow the validity of meetings to which members or other interested parties participate remotely.
We at D’Andrea & Partners Legal Counsel constantly monitor the latest legal developments in the Italian market. Please feel free to contact us at info@dandreapartners.com for more information.
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