Sul potere della minoranza assembleare in conseguenza dell'acquisto di azioni proprie

Abstract

The paper comments on a ruling by the Italian Supreme Court that rules its own earlier standard on the calculation of majorities when the corporation has purchased its own shares. The decision implies the effect that the company's own shares are counted in quorums even when the law adjust them on the capital represented at the meeting. The consequence, as in the case examined, is that minorities see the contrary block of votes strengthened, while the majority shareholder may see its position weakened. The paper examines the reasons underlying the two different possible readings of the problem, agrees with the Supreme Court's ruling, and carries out further reflections on what are the possibilities of conventional derogation of the rule, as well as the possible negative impact on the corporation's operations, proposing some solutions in this regard.