Facilitations for shareholders' meetings: new provisions of Decree Law No. 18 of 17 March 2020 (“Cura Italia” Decree Law)

Article 106 of Decree Law No. 18/2020, which came into force on 17 March 2020, laid down specific provisions in corporate law aimed at mitigating certain problems arising in the emergency context of the COVID-19 outbreak.

Deadline for the approval of the financial statements

By way of derogation to the provisions of the Italian Civil Code or of the by-laws, the Shareholders' Meeting for the approval of the financial statements may be convened within 180 days of the end of the financial year.

Intervention by means of telecommunications and distance voting

With the notice of call of the shareholders' meetings, corporations, cooperatives companies and mutual insurance companies - also in derogation of the provisions of their by-laws - may provide for the expression of the vote electronically or by correspondence and the participation in the meeting by means of telecommunications.

Chairman and secretary not in the same place

The aforesaid companies may also provide that the shareholders' meeting shall be held, even exclusively, by telecommunication means, which must however ensure the identification of the participants, their participation and the exercise of voting rights.

The decree also clarified that the presence in the same place of the chairman, secretary or notary public is not required (in line with the recent principle No. 187 of 11 March 2020 issued by Milan Notary Council).

Decisions in writing for limited liability companies (S.r.l.)

Limited liability companies (S.r.l.) may also allow voting to take place by written consultation or by written consent, also in derogation of the provisions of the Italian Civil Code and of their by-laws.

Listed companies

Companies with listed shares may appoint the representative provided for in Article 135-undecies of Legislative Decree No. 58 of February 24, 1998, even if the Bylaws provide otherwise. The same companies may also provide in the notice of call that attendance at the shareholders' meeting shall take place exclusively through the representative designated pursuant to Article 135-undecies of Legislative Decree No. 58 of 24 February 1998; the said representative may also be granted proxies or sub-delegations pursuant to Article 135-novies of Legislative Decree No. 58 of 24 February 1998.

Duration

These provisions shall apply to meetings convened by 31 July 2020 or by the date until which the state of emergency on the national territory relating to the health risk associated with the outbreak of the COVID-19 outbreak is in force, whichever is later.