How “Change of Control” clauses of the equity-holders of a company may be lawful and effective

With principle No. 185 of December 3, 2019, the Notarial Council of Milan confirmed that Change of Control clauses provided under the bylaws of a company are effective exclusively on the interests of that company.

This is because the bylaws are binding and effective only between the equity-holders approving them. As a consequence, any restrictions (e.g., pre-emption rights) provided by the bylaws of Company A (i.e. a company subject to the control of Company B) affecting transfers among equity-holders of interests in Company B (not part of the bylaws) would be unlawful and ineffective.

According to the same principle, if a Change of Control event occurs in the interests of Company B, the provisions in the bylaws concerning redemption rights (diritto di riscatto) on interests in Company A are enforceable and effective in favor of the remaining equity-holders of Company A.

The principle of the Notarial Council of Milan is available at the following link:

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