Voting rights and rights to attend equity-holders’ meetings: the case of the bare owner of equity
On April 27, 2019, the Court of Florence ruled that equity-holders in Italian limited liability companies (“società a responsabilità limitata”) who have only bare ownership (“nuda proprietà”) over the equity (i.e., ownership without the right to vote at the equity-holders’ meetings) are not entitled to attend equity-holders’ meetings.

In the case at hand, the bare owner of quotas requested that the Court ascertain his right to attend the equity-holders’ meetings and declared the company’s refusal to invite him to attend the meeting unlawful on the following grounds:

  • the right to attend shareholders’ meetings is one of the administrative rights granted by law to the bare owner of quotas;
  • the refusal to allow access to equity-holders’ meetings would undermine the equity-holder’s right to be informed about the performance of the company’s business.

The ruling of the Court is based on the combined interpretation of the following principles that are set out by the Italian Civil Code:

  • only those who are granted voting rights have the right to attend equity-holders’ meetings (Article 2370 of the Italian Civil Code) and,
  • in the case that a right to usufruct (“diritto di usufrutto”) is established over equity participation, the usufruct rights holder (usufruttuario) is entitled to vote at equity-holders’ meetings, unless otherwise agreed between the usufructuary and the bare owner (Article 2352 of the Italian Civil Code).

Indeed, according to the Court, the right to attend equity-holders’ meetings is mainly aimed at voting, not at gathering information. Hence, the right to attend meetings cannot be intended as an autonomous right that is granted to people/entities who are not entitled to vote at meetings.

Furthermore, bare owners would be entitled, in any case, to collect information from directors, or to bring liability claims against directors (while the right of bare owners to challenge equity-holders’ resolutions is generally not recognized).

Based on the reasoning above, the Court of Florence stated that there are no statutory grounds to recognize the bare owner’s right to attend equity-holders’ meetings.

The order of the Court of Florence is available at the following link: http://mobile.ilcaso.it/sentenze/ultime/21928

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