News
The reduction of deliberative quorum does not allow a shareholder to withdraw
- 05/06/2017
Pursuant to article 2437, lett. g), of the Italian Civil Code, a corporation’s shareholders who did not consent to modifications of the charter concerning voting rights or participation rights, are allowed to exercise the right of withdrawal from the corporation itself for all or part of their shares.
By Judgment of 1st June 2017, no. 13875, the Court of Cassation has stated that absent or dissenting shareholders are not granted the right of withdrawal where a deliberation by the shareholders’ meeting reduces the deliberative quorum from the level previously set by charter to the level set by law.
Indeed, the Court has explained that amendments to the deliberative quorum do not involve either the “voting rights”, which, in a case such that at issue, are not modified at all; or the “participation rights”, which are to be intended as “rights to participate in profits”.
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