On 17 March 2020, the Law-Decree no. 18/2020 ("Cura Italia Decree") was published in the Official Journal of the Italian Republic ("Gazzetta Ufficiale della Repubblica Italiana").
Among the several provisions introduced by the Cura Italia Decree in order to fight the so-called "coronavirus emergency", of particular relevance are the rules relating to shareholders' meetings.
Please note that the provisions of the Cura Italia Decree apply to the shareholders' meetings convened by 31 July 2020 or by the later date on which the state of emergency relating to "coronavirus" will continue to be in force.
2. Term for the approval of the financial statements for the 2019 financial year and rules concerning the conduct of the shareholders' meetings
Article 106 of the Cura Italia Decree has introduced provisions allowing Italian companies:
a) to convene the ordinary shareholders' meetings within a wider period than that established under the Italian civil code;
b) to facilitate the conduct of the shareholders' meetings in compliance with provisions which are aimed at reducing the risk of contagion.
As per the first aspect (letter a)), the Cura Italia Decree, by way of derogation to the Articles of the Italian civil code, allows all companies to convene the shareholders' meetings, in order to approve the financial statements for the 2019 financial year, within 180 days from 31 December 2019.
In relation to the second aspect (letter b)), we point out that Article 106, paragraph 2, of the Cura Italia Decree admits the possibility to:
- express the voting rights electronically or by e-mail;
- attend the shareholders' meetings by telecommunication means, also in derogation of the statutory provisions.
Additionally, Italian companies may provide that the shareholders' meetings take place, even exclusively, by telecommunication means that guarantee the identification of the participants, their participation and the exercise of the voting right.
In conclusion, such provisions specify that it is not necessary for the president, the secretary or the notary to be the same place.
3. Provisions for the "società a responsabilità limitata"
Article 106, paragraph 3, of the Cura Italia Decree provides that the "società a responsabilità limitata" may allow the expression of voting right by written consultation or by express written consent.
4. Provisions for listed companies
Article 106, paragraph 4, of the Cura Italia Decree allows listed companies to resort to the legal institute of the "designated representative", pursuant to Article 135-undecies of the Legislative Decree 24 February 1998, no. 58 ("TUF") – according to which listed companies may designate for each shareholders' meeting a person to whom the shareholders can confer a proxy with voting instructions on all or some of the items on the agenda – for the exercise of the voting rights in ordinary and extraordinary shareholders' meetings, even if the articles of association provide otherwise.
It is also stated that that the same companies may provide, in the meeting notice, that the participation in the shareholders' meeting will take place exclusively through the designated representative.
These provisions also apply to companies admitted to trading on a multilateral trading system and to companies with shares held by the public (Article 106, paragraph 5, of the Cura Italia Decree).
5. Provisions for popular banks and cooperative banks
Article 106, paragraph 6, of the Cura Italia Decree provides that, given the coronavirus emergency, also popular banks, cooperative banks and other mutual cooperative companies can designate the "designated representative" referred to in Article 135-undecies of the TUF.
Popular banks and corporative banks may provide, in the meeting notice, that the participation in the shareholders' meeting will take place exclusively through the designated representative.