International Commercial Law Blog

Participation in the general meeting of listed and non-listed Italian companies by electronic means

Legislative Decree No. 27, dated 27 January 2010 (the “Decree”), transposed in Italy the Directive 2007/36/EC on Shareholders’ Rights, introducing several significant amendments to the legal framework applicable to the rights of shareholders of listed companies.

Among others, the Decree expressly provides that the by-laws of listed and non-listed companies may allow attendance at the shareholders’ meeting and the exercise of voting rights by “electronic means” notably any or all of the following forms of participation:

(a) real-time transmission of the general meeting;

(b) real-time two-way communication enabling shareholders to address the general meeting from a remote location;

(c) a mechanism for casting votes, whether before or during the general meeting, without the need to appoint a proxy holder who is physically present at the meeting.

The exercise of voting rights by electronic means entails an interactive Web site able to allow during the shareholders’ meeting the direct interaction in real time of shareholders, directors and auditors in different physical locations.

From 31 October 2010 the option is available for non-listed companies while Consob, by Resolution No. 17592, dated 14 December 2010 has set forth the rules applicable to the companies listed on Italian or other EU-regulated exchanges, governing remote attendance at the shareholders’ meeting by telecommunication systems and voting by mail and/or electronic means.

Reference shall be made for non-listed companies to Section 2370 subsection 4 of the Italian Civil Code, and for listed companies also to art. 127 of the Legislative Decree No. 58, dated 24 February 1998, as replaced by art. 3 of the Decree, and art. 143 bis of the Consob Regulation No. 11971, dated 14 May 1999, as amended by Consob Resolution No. 17592, dated 14 December 2010.

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