Law Decree no. 18 of 17 March 2020 (“Cura Italia Decree”), in addition to providing for measures to strengthen the national health service and economic support for families, workers and businesses aimed at dealing with the COVID-19 epidemiological emergency, introduces some specific provisions on corporate matters, aimed at ensuring the operations of corporate bodies and the approval of the financial statements for the 2019 financial year.
The following provisions shall apply to shareholders’ meetings convened by July 31, 2020, or later, in the event that the health emergency should continue beyond this deadline.
Shareholders’ meetings: means of telecommunications and validity of meetings
The Cura Italia Decree provides that shareholders’ meetings may be validly held even in the event that all the attendees, including the chairman and secretary (and the notary in the case of extraordinary meetings), participate by means of telecommunications that can guarantee their identification and participation (right to participate, expression of voting rights, etc.). The provision also applies where the company’s by-laws (i) do not regulate the conduct of the meeting by means of telecommunications, or (ii) condition the validity of meetings by audio or videoconference to the fact that the chairman and the secretary of the meeting are in the same location.
Extension of the deadline for the approval of the financial statements
As an exception to the provisions of articles 2364, paragraph 2, and 2478-bis of the Italian Civil Code, or the various provisions of the company’s bylaws, the Cura Italia Decree provides that the shareholders’ meeting for the approval of the financial statements may be validly convened within 180 days from the closing date of the financial year, instead of within the ordinary term of 120 days.
Limited liability companies: more flexibility in decision-making by shareholders
As an exception to the provisions of article 2479, paragraph 4 of the Italian Civil Code, the Cura Italia Decree provides that the shareholders of limited liability companies may validly adopt decisions by means of written consultation or express written consent, even if this is not provided for in the respective deeds of incorporation or bylaws.
Listed companies: provisions relating to shareholders’ meeting representation
The Cura Italia Decree provides that companies with shares listed on regulated markets may appoint a representative (pursuant to Article 135-undecies of Legislative Decree 58/1998), to whom shareholders may grant a proxy with voting instructions on all or some of the items on the agenda, even if the company’s bylaws provide to the contrary. It is also possible for companies with shares listed on regulated markets to provide in the notice of call that shareholders may attend the shareholders’ meeting only through the aforementioned representative, thereby further strengthening the company’s anti-contamination distancing measures.
These provisions shall also apply to companies admitted to trading on an MTF and to companies with shares widely distributed among the public.
Slides can be downloaded here (in Italian).
