Shareholders’ Rights & Shareholder Activism 2026 Comparisons

The main corporate forms in Italy are the partnership (società di persone, Article 2251 et seq of the Italian Civil Code (ICC)), the limited liability company (società di capitali) and the co-operative (società cooperativa, Article 2511 et seq ICC). Partnerships generally do not provide limited liability for all partners, while co-operatives pursue a mutual purpose. The most common forms for commercial activities are the società a responsabilità limitata (S.r.l.) and the società per azioni (S.p.A.), both having separate legal personality and limited liability.

The S.r.l. (Article 2462 et seq ICC) offers flexible governance and relatively straightforward incorporation. A simplified variant, the S.r.l. semplificata (Article 2463-bis ICC), is subject to specific incorporation and capital rules. The S.p.A. (Article 2325 et seq ICC) is generally used by larger enterprises and investors requiring more structured governance and may provide access to equity capital markets. The partnership limited by shares (società in accomandita per azioni, S.a.p.a., Article 2452 et seq ICC) is relatively uncommon, notably because its managing shareholders have unlimited liability for the company’s obligations.

Separately, Italian company law identifies companies that “make recourse to the risk-capital market” (società che fanno ricorso al mercato del capitale di rischio). Under Article 2325-bis ICC, these comprise companies whose shares are listed on regulated markets or widely distributed among the public to a significant extent. An S.p.A. may therefore be closely held or fall within this category, while listed companies are also subject to specific rules under Legislative Decree No. 58/1998(TUF).

Foreign investors most commonly use the S.r.l. for its flexibility, relatively low minimum capital requirements and limited formalities, and the large majority of Italian start-ups are incorporated in this form, making it particularly attractive to venture-capital and private-equity funds at the early stage. Amendments introduced the option to set capital below EUR10,000 (down to EUR1), and allow innovative-start-up S.r.l.s to issue participative financial instruments and categories of quotas with tailored rights comparable to preferred shares, provided that specific requirements are met.

Ahead of an exit or IPO, companies often convert into an S.p.A. to support more complex equity structures, stock-option plans and investor governance requirements, and larger or capital-intensive ventures may choose the S.p.A. from the outset for its stronger capital-raising capacity and more developed governance framework. Available S.r.l. configurations include the ordinary S.r.l. (with single or multiple quotaholders), the S.r.l. semplificata and the innovative start-up S.r.l. (a regulatory status that overlays the ordinary S.r.l. structure rather than constituting a distinct corporate form). Foreign investors should note that the S.r.l. form, particularly in its innovative-start-up configuration, has been further enhanced by subsequent SME-related legislation (including Law No. 21/2024), which extended enhanced quota structures to SME S.r.l.s more broadly.

In an S.p.A., the main type is ordinary shares (azioni ordinarie) carrying full voting rights (Articles 2348 and 2351 ICC). The articles of association may, however, create other classes, including:

• shares with reduced, limited, subordinated or no voting rights, provided non-voting and limited-voting shares do not exceed 50% of capital (Article 2351 ICC);
• tracking shares (azioni correlate, Article 2350 ICC), whose economic rights are linked to the results of a specific business segment, and shares reserved to employees (Article 2349 ICC);
• beneficiary shares (azioni di godimento, Article 2353 ICC), without voting rights but carrying a right to profits in defined cases; and
• savings shares (azioni di risparmio), available only in listed companies under Article 145 TUF, without voting rights but with a profit preference and priority on capital reimbursement in the event of liquidation.

No-par-value shares are also permitted where the by-laws so provide. In an S.r.l., the by-laws may grant particular rights to individual quotaholders (eg, on management or profits), but distinct categories of quotas are not generally allowed (Article 2468 ICC), save for innovative start-up and SME S.r.l.s. The rights attaching to shares and quotas are set out in the articles, within the statutory framework.

Shareholders’ rights are primarily set out in the articles of association and may be varied by amendment. In an S.p.A., this requires an extraordinary resolution, typically passed by more than half of the capital on first call. Rights attaching to a class of shares may be varied only with the approval of a special meeting of that class, deliberating with the same majority thresholds as the extraordinary meeting (Article 2376 ICC), thus protecting minority classes.

A shareholder that dissents from certain fundamental amendments – including changes to the company’s purpose, corporate form, registered-office transfer abroad, extension of duration, or introduction or removal of withdrawal rights – is entitled to withdraw and obtain the redemption value of its shares (Article 2437 ICC for the S.p.A.; Article 2473 ICC for the S.r.l.).

For listed companies, a specific withdrawal right applies upon delisting (Article 2437-quinquies ICC).

In an S.r.l., particular rights granted to individual quotaholders under Article 2468 ICC – such as special management or profit entitlements – may not be removed without their consent, providing individual protection beyond that of class meetings. Shareholders’ agreements (patti parasociali, Article 2341-bis ICC) may also modify the exercise of rights and duties between signatories but bind only the parties and do not amend the corporate instrument (see 1.7 Shareholders’ Agreements/Joint Venture Agreements and 1.8 Typical Provisions in Shareholders’ Agreements).

The ordinary minimum capital of an S.r.l. is EUR10,000 (Article 2463 ICC); following Decree-Law No. 76/2013 (converted by Law No. 99/2013), it may be set at any amount between EUR1 and EUR9,999.99, provided contributions are entirely in cash and fully paid up at incorporation. An S.r.l. semplificata may likewise be formed with capital between EUR1 and EUR9,999.99, using a standard-form constitution at reduced cost.

The minimum capital of an S.p.a. is EUR50,000 (Article 2327 ICC), and it must be stated in the articles of association. At least 25% of cash contributions must be deposited with a bank at the time of incorporation (Article 2342 ICC), or the entirety where the company is formed by a single founder. Certain regulated activities – such as banking, insurance and asset management – require significantly higher minimum capital as determined by the relevant sectoral legislation.

Both the S.p.A. and the S.r.l. may be formed with a single shareholder or quotaholder (S.p.a. unipersonale and S.r.l. unipersonale). A sole shareholder benefits from limited liability only if two cumulative conditions are met: the capital must be fully paid up; and the sole-shareholder status must be filed with the Companies Register (Registro delle Imprese). If either of these conditions is not satisfied, the sole shareholder becomes personally and unlimitedly liable for the company’s obligations incurred while the conditions were unmet (Articles 2325 and 2462 ICC).

Where a founder or shareholder is a non-EU foreign national, the reciprocity condition set out in Article 16 of the preliminary provisions to the ICC applies: the foreign national may incorporate or hold shares only if an Italian enjoys equivalent rights in that foreign country. This condition does not apply to EU nationals or to nationals of states that have entered into international treaties with Italy on the matter.

Shareholders’ agreements (patti parasociali) are subject to a maximum statutory duration of five years (three years for listed companies under the TUF, while for S.r.l.s there is no time limit). They are widely used in Italy to regulate a company’s governance in a binding yet flexible way. They are common across a broad range of transactions – including private-equity and venture-capital investments, joint ventures and M&A – and address matters ranging from the exercise of voting rights and board composition to transfer restrictions and exit mechanisms. Because they operate at the contractual level, they can be structured, amended and terminated more swiftly than statutory provisions and offer greater confidentiality, particularly for non-listed companies. Joint venture relationships are typically documented through a combination of a shareholders’ agreement and, where appropriate, ancillary commercial contracts governing the operational aspects of the venture. The distinction between the corporate (statutario) and contractual (patti parasociali) layers is practically significant, since a breach of a shareholders’ agreement does not invalidate the corporate act adopted in its violation – it gives rise to a damages claim (see 1.8 Typical Provisions in Shareholders’ Agreements).

Shareholders’ agreements are not filed with the general public. In an S.p.A. making recourse to the risk-capital market, they must be disclosed to the company and declared at the opening of each meeting, with the declaration filed with the Companies Register (Article 2341-ter ICC); in listed companies, they must be notified to CONSOB, published in the press and filed with the Companies Register (Article 122 TUF). They bind only the signatories, who may be only some of the shareholders.

A breach of a shareholders’ agreement does not, as a rule, invalidate the corporate act adopted in breach of it, since the agreement operates inter partes. The availability of specific performance in respect of obligations arising under shareholders’ agreements remains debated and depends, in particular, on the nature of the obligation concerned. For this reason, shareholders’ agreements commonly provide for contractual penalties as a means of strengthening enforcement, often without prejudice to the right to claim damages exceeding the agreed penalty where expressly provided for. Typical provisions concern the exercise of voting rights, transfer restrictions (eg, pre-emption, lock-up, tag-along and drag-along), governance and board composition, and exit.

An S.p.A. must hold an ordinary shareholders’ meeting at least once a year, within the period set by the articles of association and in any event no later than 120 days after the financial year-end (Article 2364 ICC).

In an S.p.A., shareholders’ meetings are classified as ordinary or extraordinary depending on the matters to be resolved upon. The ordinary meeting deals, inter alia, with the approval of the annual financial statements, the allocation of profits, and the appointment and removal of directors and statutory auditors, whereas the extraordinary meeting resolves on amendments to the articles, the appointment and powers of liquidators, and other matters expressly assigned to it by law.

The meeting is convened by the director(s) or the management board by notice stating the date, time, place and agenda (Article 2366 ICC), published in the Gazzetta Ufficiale or a newspaper specified in the articles, at least 15 days before the meeting. For companies not making recourse to the risk-capital market (società chiuse), the articles may derogate from public notice and authorise convening the meeting via notice delivered directly to each shareholder by means guaranteeing proof of receipt (such as certified email/PEC or registered mail) at least eight days before the scheduled date. Furthermore, listed companies must also publish it on their website at least 30 days before the meeting (Article 125-bis TUF). The right to call meetings on shorter notice by unanimous consent (assemblea totalitaria) is also preserved by Article 2366 ICC for companies where all shareholders and all members of the supervisory and control bodies are present.

In an S.r.l., shareholders must resolve on the annual financial statements at least once a year – within 120 days from the close of the financial year (Article 2478-bis ICC). Where a physical meeting (assemblea) is held, the notice procedure is determined primarily by the articles, provided it ensures timely information; in the absence of specific statutory provisions, notice must be sent by registered letter at least eight days prior to the meeting (Article 2479-bisICC). The AGM typically approves the financial statements, resolves on the allocation of profits (including any distribution of dividends), and – where their terms expire – appoints or removes directors and auditors and sets their remuneration.

An S.r.l. does not formally distinguish between ordinary and extraordinary shareholders’ meetings. Instead, the applicable decision-making procedure and voting requirements depend on the matter to be resolved upon; in particular, amendments to the articles and decisions substantially changing the corporate purpose or significantly affecting quotaholders’ rights are subject to the specific rules and enhanced majority requirements provided by Articles 2479 and 2479-bis ICC.

In an S.p.A., the meeting is convened by the directors or the management board (Article 2366 ICC). It must be convened on the request of shareholders representing at least 5% of capital in companies making recourse to the risk-capital market, and 10% in others, indicating the proposed items to be discussed (Article 2367 ICC); the articles of association may lower – but not raise – these thresholds. If the directors fail to act without delay on the request, the board of statutory auditors (collegio sindacale) must step in to convene the meeting pursuant to Article 2406 ICC. If both the administrative and supervisory bodies fail to act, the competent court – upon application by the requesting shareholders and after hearing the management and control bodies – may, provided that the refusal to act proves unjustified, order by decree that the meeting be convened and designate its chairperson (Article 2367 ICC), providing a critical tool for minority and activist shareholders.

In an S.r.l., the procedure for convening the general meeting is primarily determined by the articles of association. In the absence of specific provisions, notice is provided by registered letter sent at least eight days in advance (Article 2479-bis ICC). However, any matter falling within the scope of Article 2479 ICC may be submitted to the shareholders by one or more directors or by shareholders representing at least one-third of the capital (Articles 2479 and 2479-bis ICC).

In non-listed companies, notice is delivered via the means specified in the articles of association (eg, registered letter or certified email sent at least eight days in advance for closely held companies) or, by statutory default in an S.p.A., published in the Gazzetta Ufficiale or designated newspapers at least 15 days prior to the meeting (Article 2366 ICC).

For listed companies, the notice must be published on the company’s website. Individual notice is not served due to share dematerialisation. Under Article 125-bis TUF, the shareholders’ meeting is convened by means of a notice published on the company’s website no later than 30 days before the date of the meeting. The notice must also be published in accordance with the additional methods and time limits prescribed by CONSOB, including publication of an extract in daily newspapers. Furthermore, it must state, among other things, the date, time, place and agenda, how to attend and vote, how and by when to access the full text of the proposed resolutions and supporting reports, and the procedures and deadlines for submitting board and statutory-auditor slates. Entitlement to attend and vote is governed strictly by the record date rule (Article 83-sexies TUF), which requires holding shares at the close of the seventh trading day prior to the meeting.

In a non-listed S.p.A., during the 15 days preceding the general meeting, shareholders are entitled to inspect the draft financial statements along with the management reports, statutory auditors’ reports and audit reports at the registered office (Article 2429 ICC).

As to inspection rights, in an S.p.a., under Article 2422 ICC, shareholders may examine the shareholders’ register and the book of shareholders’ meeting minutes, and obtain copies of them at their own expense.

In an S.r.l., by contrast, non-managing shareholders have broad information and inspection rights under Article 2476 ICC. The directors must keep them informed on the conduct of the company’s business, and shareholders may examine the company’s books and management records at any time.

Shareholders’ meetings in Italy can be held remotely or in a hybrid format. Temporary legislation permits companies within its scope to provide for participation and voting by telecommunications, including exclusively remote meetings, notwithstanding contrary by-law provisions, subject to adequate identification, participation and voting safeguards. This temporary regime runs until 30 September 2026.

Under the ordinary regime, holding an exclusively virtual meeting requires statutory authorisation in the by-laws, whereas hybrid attendance (combining a physical venue with audio/video links) is widely permitted if contemplated in the articles of association.

For listed companies, meetings held after 30 September 2026 will be governed by the new Article 125-bis.1 TUF. Under the new rules, the articles may prescribe a specific exclusive meeting format; otherwise, the board determines the format and may provide for meetings to be held exclusively by telecommunications or through the company’s designated representative, subject to the safeguards prescribed by law. Shareholders representing at least 5% of the voting capital, or any lower percentage provided by the articles, may request that an exclusively remote meeting instead be held at a physical venue.

In an S.p.A., quorum and voting requirements depend on whether the meeting is ordinary or extraordinary and on whether the company makes recourse to the risk-capital market.

For ordinary shareholders’ meetings:

• On first call, the meeting is validly constituted when at least half of the voting capital is represented and resolves by an absolute majority.
• On second call, no minimum constitutive quorum applies and resolutions are passed by an absolute majority of the capital represented.

For extraordinary shareholders’ meetings:

• For companies that do not make recourse to the risk-capital market:
1. on first call, resolutions require the favourable vote of shareholders representing more than half of the share capital; and
2. on second call, the meeting is validly constituted when more than one-third of the share capital is represented and resolves by a two-thirds majority of the capital represented, subject to certain exceptions.
• Companies making recourse to the risk-capital market are subject to a single-call regime, unless the articles of association provide otherwise. In a single-call extraordinary meeting:
1. at least one-fifth of the share capital must be represented; and
2. resolutions generally require the favourable vote of at least two-thirds of the capital represented.

The articles may require higher majorities, except for the approval of the financial statements and the appointment and removal of corporate officers.

Italian law does not formally distinguish between ordinary and extraordinary shareholders’ meetings in an S.r.l. However, different voting requirements apply depending on the subject matter of the resolution:

• unless the articles provide otherwise, the meeting is validly constituted when shareholders representing at least half of the corporate capital are present and resolutions are generally passed by an absolute majority of the capital represented; and
• matters broadly corresponding to those within the competence of an extraordinary meeting in an S.p.A. are subject to a higher voting threshold. In particular, amendments to the articles and transactions substantially changing the corporate purpose or significantly altering shareholders’ rights require the favourable vote of shareholders representing at least half of the corporate capital.

In an S.p.A., the law distinguishes between ordinary and extraordinary meetings, determined by subject matter as defined by law and the articles of association rather than by the form of the meeting notice.

The ordinary meeting resolves on recurring governance matters, including the appointment and revocation of directors and statutory auditors, setting their remuneration, and initiating corporate liability claims (azione sociale di responsabilità).

The extraordinary meeting resolves on amendments to the articles, on capital increases or reductions, on mergers and demergers, on the appointment of liquidators and on other matters specifically reserved to it by law (Article 2365 ICC). However, the articles may delegate specific extraordinary matters to the board of directors.

In companies not making recourse to the risk-capital market, the extraordinary meeting resolves, on first call, by more than half of the capital and, on second call, by two-thirds of the capital represented. For companies making recourse to the risk-capital market, the three-call mechanism described in 2.5 Quorum, Voting Requirements and Proposal of Resolutions applies, with progressively lower quorum requirements and a consistent two-thirds deliberative majority.

Where different classes of shares exist, a resolution affecting the rights of a particular class must also be approved by a special meeting of holders of that class, deliberating with the same majority thresholds as the extraordinary meeting (Article 2376 ICC).

The S.r.l. framework does not adopt the formal binary classification of ordinary and extraordinary meetings. The law sets specific majority requirements for different categories of decision, and the articles may modulate thresholds within statutory limits. For certain fundamental decisions (including changes to corporate purpose, form or listing status), the right of withdrawal is triggered for dissenting shareholders, as described in 10.1 Remedies Against the Company.

In an S.p.A., matters reserved to the ordinary meeting (Articles 2364 and 2364-bis ICC) include, by way of example, the approval of the financial statements and the distribution of profits; and the appointment and removal of directors, members of the supervisory board and auditors. For listed companies, the shareholders’ meeting must also vote on the directors’ remuneration policy and on the remuneration report (say on pay) under Article 123-ter TUF – one of the most significant tools through which institutional shareholders and activists can exert pressure on board behaviour without seeking structural corporate changes. The ordinary meeting resolves by absolute majority of votes cast, unless the articles of association require more; the extraordinary meeting resolves by more than half of the capital (or, for companies making recourse to the risk-capital market, by two-thirds of the capital represented) (Article 2368 ICC).

In an S.r.l., matters reserved to the shareholders (Article 2479 ICC) include approval of the financial statements and profit distribution, the appointment and removal of directors and auditors where provided by the articles, and transactions that substantially modify the corporate purpose or significantly alter shareholders’ rights. Other matters requiring a shareholders’ decision include the acquisition of interests entailing unlimited liability (Article 2361 ICC), capital reductions for losses (Articles 2482-bis and 2482-ter ICC), the issue of debt securities where the articles so provide (Article 2483 ICC), and liquidation and the appointment or removal of liquidators (Articles 2484, 2487 and 2487-ter ICC).

Those entitled to vote may be represented at the meeting by a proxy, unless the articles of association of companies not making recourse to the risk-capital market provide otherwise; the proxy must be in writing, confer authority for a specific meeting (standing proxies are generally not permitted, Article 2372 ICC), and is retained by the company. Italian law does not replicate the English-law distinction between a show of hands and a poll: the chairperson of the meeting determines the method of voting (by raised hand, nominal roll-call, ballot or electronic means) in accordance with the articles and the rules of orderly conduct. Multiple-voting shares (voto plurimo, up to ten votes per share) are permitted where the articles so provide (Article 2351 ICC; see also 11.1 Legal and Regulatory Provisions). Voting by mail is allowed where the articles permit it (Article 2370 ICC), and electronic voting – including from a remote location – may equally be permitted by the articles.

In listed companies, shareholders wishing to participate must be recorded as such with the intermediary holding the shares on the record date (seven trading days before the meeting), and communicate their intention to the company through the intermediary. They may also grant a proxy to the officially designated representative (rappresentante designato, Article 135-undecies TUF), who collects proxies and votes them individually in accordance with each grantor’s instructions, a mechanism that has become the standard participation channel for institutional investors in Italian listed-company meetings.

In an S.r.l., the articles may also allow decisions to be taken by written consultation or by written consent (Article 2479-bis ICC; see also 2.13 Written Resolutions).

In an S.p.A., shareholders cannot compel the meeting to adopt a specific resolution; the general shareholders’ meeting deliberates only on matters included in the agenda, and the power to set the agenda rests with the directors (subject to the right of qualifying minorities to request additions, described below). Those entitled to vote – including non-shareholders holding voting rights, such as usufructuaries or pledgees – may attend and take part in the debate, make proposals and respond to others (Articles 2370 and 2352 ICC), with the chairperson regulating the orderly conduct of the meeting.

In listed companies, shareholders holding at least 2.5% of voting capital may, within the statutory time limit, request the addition of items to the agenda or the tabling of draft resolutions on items already included (Article 126-bis TUF). Crucially, this right cannot be exercised for matters on which the meeting resolves by law on the directors’ proposal or on the basis of a board report (eg, approval of annual accounts or merger projects).

Shareholders may also submit written questions on agenda items before the meeting. For meetings held after 30 September 2026, the company must provide its answers at least three days before the meeting (Article 127-ter TUF). These rights are among the principal tools available to activist shareholders to shape the meeting agenda without convening a separate meeting.

In an S.r.l., the shareholders decide on matters reserved to them by the articles of association and on any matter submitted by one or more directors or by shareholders representing at least one-third of the capital (Article 2479 ICC). The relative flexibility of the S.r.l. means that, in practice, minority quotaholders have greater ability to raise and press issues than their S.p.A. counterparts, particularly given the broad information and inspection rights available under Article 2476 ICC.

The invalidity of resolutions is governed by Articles 2377–2379 ICC for the S.p.A. and Article 2479-ter ICC for the S.r.l. The law distinguishes between voidability (annullabilità) and nullity (nullità).

A resolution taken contrary to law or the articles of association is voidable and may be challenged by absent, dissenting or abstaining shareholders, the directors or the board of statutory auditors within 90 days of the resolution (or, if it is subject to filing, within 90 days of that filing) (Article 2377 ICC); challenging shareholders must hold at least 0.1% of capital in companies making recourse to the risk-capital market, or 5% in other companies, unless the articles reduce these thresholds. A resolution is null where the meeting was not convened, the minutes are missing, or the object is unlawful or impossible; nullity may be raised by any interested party within three years (Article 2379 ICC).

The S.r.l. regime (Article 2479-ter ICC) similarly allows voidability challenges within 90 days and nullity challenges within three years of entry in the shareholders’ decisions book. In an S.r.l., no minimum threshold applies: any non-consenting quotaholder has direct standing to challenge voidable decisions (Article 2479-terICC).

The rights of institutional investors derive mainly from the Shareholder Rights Directive (Directive (EU) 2017/828), implemented through the TUFas amended by Legislative Decree No. 49/2019, and from soft law – notably Assogestioni’s Italian Stewardship Principles and the Corporate Governance Code.

Key tools include detailed pre-meeting information (Articles 125-bis and 125-ter TUF), ongoing information on shareholders’ agreements (Article 130 TUF), and the right to ask questions before the meeting and receive answers by the meeting at the latest (Article 127-ter TUF). Investors holding at least 5% of capital in companies making recourse to the risk-capital market, or 10% otherwise (Article 2367 ICC), may also request the calling of a meeting, and, in listed companies, shareholders holding at least 2.5% may add items to the agenda and table draft resolutions (Article 126-bis TUF). Through Assogestioni, institutional investors also co-ordinate the presentation of minority slates at listed-company meetings.

Shareholders holding through intermediaries keep their rights to receive meeting information and to vote, although how these are exercised depends on the custody structure. Intermediaries must forward all meeting materials (notice, agenda and supporting documents) to the beneficial owner.

Under individual portfolio management with a bank, the beneficial owner retains the voting rights; the bank may vote only under a specific proxy (with or without instructions) for that meeting, never a standing authorisation.

In listed companies, entitlement to vote is fixed by the record date, regardless of later transfers. This mechanism replaced the former share-blocking regime and, by removing the need to immobilise portfolios, has increased liquidity and institutional participation.

In an S.p.a., convening the shareholders’ meeting is mandatory (Article 2366 ICC) and may not be dispensed with by the articles of association; however, the articles may permit voting by mail or electronically (Article 2370 ICC), and every voter retains the right to attend in person or by proxy. There is no provision for written resolutions in the strict sense in an S.p.A.: any attempt to substitute a circulation procedure for the formal meeting process would be void.

In an S.r.l., the articles may – and, to use the mechanism lawfully, must – expressly provide for decisions to be taken by written consultation or by written consent without a formal meeting (Article 2479 ICC).

Certain categories of decision – specifically amendments to the articles, transactions substantially modifying the corporate purpose or significantly altering quotaholders’ rights, and capital reductions for losses – cannot be taken by written procedure and mandate a collegial meeting (Articles 2479, 2480 and 2482-bis ICC). Furthermore, holding a formal meeting is mandatory whenever requested by one or more directors or by shareholders representing at least one-third of the corporate capital.

Existing shareholders generally enjoy statutory pre-emption or subscription rights on a capital increase, allowing them to subscribe for new shares or quotas in proportion to their existing holdings and thereby avoid dilution.

In an S.p.A., new shares and convertible bonds must generally first be offered to existing shareholders in proportion to their holdings (Article 2441 ICC). Pre-emption rights may be excluded or limited in the circumstances and subject to the conditions provided by law, including where this is justified by the company’s interest, with the applicable corporate approvals and supporting documentation.

In an S.r.l., existing quotaholders have a corresponding right to subscribe for newly issued quotas in proportion to their existing holdings (Article 2481-bis ICC). The articles of association may permit new quotas to be offered to third parties; in that case, quotaholders that did not consent to the resolution are entitled to withdraw from the company.

In an S.p.A., shares are generally transferable, although the law and the articles of association may impose restrictions. Shares carrying ancillary obligations (prestazioni accessorie) may not be transferred without the directors’ consent (Article 2345 ICC). The articles may also impose transfer restrictions, including approval clauses (gradimento), pre-emption rights (prelazione) and temporary prohibitions on transfers, subject to the requirements and limits set out in Article 2355-bis ICC.

Where the transfer of shares is subject to a purely discretionary approval clause (mero gradimento) or to restrictions that effectively prevent a shareholder from disposing of the shares, the articles must provide the protections required by Article 2355-bis ICC, including a purchase obligation or a right of withdrawal. Restrictions contained in the articles operate at corporate level, whereas transfer restrictions contained only in a shareholders’ agreement generally bind the parties to that agreement inter partes.

In an S.r.l., quotas are freely transferable unless the articles provide otherwise (Article 2469 ICC). The articles may therefore provide for pre-emption or approval clauses and may also prohibit transfers. However, where the articles make quotas non-transferable or subject transfers to a purely discretionary approval without conditions or limitations, the quotaholder is entitled to withdraw under Article 2473 ICC. The articles may defer the exercise of that withdrawal right, but for no longer than two years from incorporation or subscription of the relevant quota.

Transfers may also be subject to sector-specific regulatory requirements. Acquisitions in regulated businesses may require prior authorisation or notification to the competent authority, depending on the applicable sectoral regime. In addition, transactions involving companies operating in strategic sectors may require notification under the Italian Golden Power regime, depending on the nature of the transaction, the sector concerned, the relevant thresholds and, where applicable, the identity or nationality of the investor.

Shareholders may grant security or other rights over their participations, most commonly by way of pledge (pegno) or usufruct (usufrutto).

For shares in an S.p.A., Article 2352 ICC provides that, unless otherwise agreed, voting rights attaching to pledged shares or shares subject to usufruct are exercised by the pledgee or usufructuary, while voting rights attaching to seized shares are exercised by the custodian. The allocation of other shareholder rights is governed by Article 2352 ICC and any applicable agreement.

Quotas in an S.r.l. may likewise be pledged, subjected to usufruct or seized, with Article 2352 ICC applying by reference (Article 2471-bis ICC). The creation and effectiveness of security over shares or quotas is also subject to the applicable rules governing the form of the participation and, where relevant, registration or book-entry requirements. Financial-collateral arrangements may additionally fall within Legislative Decree No. 170/2004.

Italian law has no single disclosure rule for shareholders; obligations arise from ownership-transparency rules, the regime of shareholders’ agreements and, for listed companies, the TUF.

In an S.p.A., certain arrangements relating to the exercise or transfer of shareholdings may be disclosed through the shareholders’ agreement regime, which imposes duration limits and publication requirements in specified circumstances.

Where an S.p.A. becomes wholly owned by one shareholder, that fact must be filed in the Companies Register.

In non-listed companies, there is no general duty to disclose holdings to the public or a central authority. Information on share ownership is primarily maintained through the company’s internal records and corporate documentation, including the shareholders’ register where applicable.

In listed companies, shareholders must notify CONSOB and the company when their holdings cross significant thresholds (Article 120 TUF). Separately, Article 83-duodecies TUF provides a shareholder-identification mechanism allowing listed companies, subject to the conditions provided by law, to identify their shareholders through the intermediary chain. This mechanism is distinct from the disclosure obligations applicable to significant shareholdings under Article 120 TUF.

In an S.r.l., the Companies Register is the sole source of public ownership information. The existence of a sole quotaholder, any change in that status and the reconstitution of multiple quotaholders must be filed within 30 days.

Shares may be cancelled:

• (i) where treasury shares exceed the legal limit – one-fifth of capital for companies making recourse to the risk-capital market (Article 2357 ICC) – which requires a corresponding capital reduction to restore the statutory balance; or
• (ii) in execution of a shareholders’ resolution to reduce capital by redeeming and cancelling shares, whether to return value to shareholders or to absorb losses.

The cancellation of excess treasury shares under item (i) is mandatory where the excess is not cured within the period prescribed by law. Conversely, the cancellation of treasury shares does not require compliance with the formal capital-reduction procedure where the cancellation does not alter the nominal amount of the share capital (for example, where the cancelled shares are absorbed by a proportional increase in the accounting value or nominal participation represented by the remaining shares).

In addition, shares held by a withdrawing shareholder (Article 2437-quater ICC) or by a defaulting shareholder (Article 2344 ICC) that cannot be placed with other shareholders or third parties and cannot be acquired by the company must be cancelled, with a corresponding reduction of the share capital.

In an S.r.l., quotas may be extinguished through a capital reduction, the exclusion of a quotaholder in the cases provided by law, or other statutory events; they cannot be freely cancelled outside these procedures.

As to listed companies, delisting – the removal of a security from trading on a regulated market – is a distinct concept and may occur through different statutory and market mechanisms, including withdrawal from listing and as a consequence of takeover and squeeze-out procedures. The applicable procedure and shareholder protections depend on the route through which the delisting is implemented.

An S.p.A. may buy back its own shares provided that:

• the funds do not exceed distributable profits and available reserves per the last approved financial statements;
• the shares are fully paid up;
• the buyback is authorised by the shareholders’ meeting, which sets the terms (maximum number, a period not exceeding 18 months, and minimum and maximum price); and
• for companies making recourse to the risk-capital market, the aggregate par value of treasury shares does not exceed one-fifth of capital (Article 2357 ICC). Shares acquired in breach must be sold within one year.

These conditions do not apply where the buyback is made in execution of a capital reduction by redemption or cancellation, free of charge (fully paid shares); through universal succession, merger or demerger; or in enforcement of a company claim (fully paid shares).

An S.r.l. may not, as a rule, acquire or take its own quotas as security, or finance their purchase; however, SME S.r.l.s may acquire treasury quotas under employee or collaborator incentive plans, within distributable profits and reserves, with shareholder authorisation (which may be built into the articles of association).

Dividends are resolved by the shareholders’ meeting that approves the annual financial statements. The profit-distribution decision remains with the shareholders’ meeting rather than the supervisory board. Only profits actually earned and shown in duly approved financial statements may be distributed; where capital has been impaired by losses, no distribution may be made until capital is restored or reduced accordingly (Articles 2433 and 2430 ICC). Before any dividend may be paid, at least 5% of annual net profits must be allocated to the legal reserve until that reserve reaches one-fifth of the share capital; only the residue, after all mandatory allocations and any coverage of carried-forward losses, is available for distribution.

An S.p.A. whose accounts are subject to mandatory statutory audit may also pay interim dividends during the financial year, provided the conditions of Article 2433-bis ICC are met. Specifically, the board may resolve an interim distribution on the basis of the required interim financial documentation and subject to the involvement and opinion of the external auditor responsible for the statutory audit.

Distributions from freely distributable reserves (rather than from the current year’s profits) are also permissible, and may be used to deliver value to shareholders in years in which no net profit is earned. The same substantive principles – distribution only from actual net profits or available reserves, with no outstanding capital losses – apply to the S.r.l. (Article 2478-bis ICC), subject to any restrictions or conditions set in the articles of association, with somewhat greater governance flexibility regarding distribution mechanics.

In an S.p.A., directors are appointed by the ordinary shareholders’ meeting by a collegial resolution – a mandatory rule that cannot be derogated by the articles of association – with the first directors named in the deed of incorporation and subsequent appointments following the voting rules set in the by-laws lasting up to three financial years (Article 2383 ICC). In listed companies, the slate-voting system (voto di lista, Article 147-ter TUF) applies: shareholders and, where permitted by the articles, the outgoing board may also present competing slates of candidates, and the allocation of seats between the winning slate and minority slates ensures that at least one director is drawn from a minority list, granting organised minority shareholders structural representation.

In an S.r.l., unless the articles provide otherwise or confer specific appointment rights on individual members (diritti particolari, Article 2468 ICC), one or more managers are appointed by the quotaholders’ meeting and may hold office indefinitely, and may equally be quotaholders themselves.

Shareholders may remove directors at any time by ordinary resolution, without just cause (ad nutum); if no just cause (giusta causa) exists, however, the removed director may claim compensation for damages (Article 2383 ICC).

In an S.r.l., the rules on the removal of directors depend on the applicable statutory provisions and the articles. This removal right is an important governance lever: even the threat of removal – or the accumulation of votes for a competing slate – can prompt boards to engage with minority or activist shareholders.

Shareholders generally cannot contest directly purely managerial choices, since management autonomy is entrusted to the board (pursuant to the business judgement rule) and management authority belongs exclusively to directors. However, shareholders can react indirectly through several legal remedies when a board decision is unlawful, abusive or harmful.

If “serious irregularities” exist, shareholders may petition the court, which can remove directors, appoint a judicial administrator or take urgent measures (see 6.1 Rights to Appoint and Remove Directors). Shareholders may also pursue liability actions for unlawful or harmful conduct.

Furthermore, in an S.r.l., quotaholders can pressure management by accessing documents and exposing irregularities.

Two distinct roles must be distinguished. The board of statutory auditors (collegio sindacale) oversees compliance and administration; in an S.p.A., it is first named in the deed of incorporation and thereafter appointed by the ordinary meeting (with listed companies requiring slate voting (voto di lista) to ensure the chair is appointed by minority shareholders). Members may be removed only for just cause, by a resolution approved by court order after the auditor concerned is heard (Article 2400 ICC).

The statutory audit of the accounts is carried out by an external auditor or audit firm (revisore legale), appointed by the shareholders’ meeting on the reasoned proposal of the board of statutory auditors. The external auditor may be removed only for just cause, by shareholders’ resolution, under the procedure of Legislative Decree No. 39/2010 (in smaller companies, the statutory audit may instead be entrusted to the board of statutory auditors itself).

In an S.r.l., the articles of association may provide for a supervisory body or an auditor (mandatory where statutory thresholds are met); where a supervisory body is appointed, the S.p.A. rules on appointment and removal apply. Where appointment is legally mandatory and the shareholders fail to act, any individual shareholder may petition the court to make the appointment directly (Article 2477 ICC).

For listed companies, the TUF (Article 123-bis) requires directors to prepare an annual Report on Corporate Governance and Ownership Structure (Relazione sul governo societario e gli assetti proprietari), stating their adherence to Borsa Italiana’s Corporate Governance Code on a “comply or explain” basis and describing the composition and functioning of the management and control bodies; where adopted, the company’s policies on the use and monitoring of new technologies, including AI, and related IT and cybersecurity risks; and the main features of the risk-management and internal-control systems.

In non-listed companies, there is no standalone governance report, but the financial statements must be accompanied by a directors’ management report (relazione sulla gestione) giving a fair, balanced analysis of the company’s situation, performance and main risks; executive officers must report at least every six months to the board and the statutory auditors on general operations and significant transactions. In an S.r.l., there is no formal governance report, but non-managing quotaholders have strong statutory information and inspection rights, and a management report is required where the company must prepare full financial statements.

A company or entity exercising direction and co-ordination (direzione e coordinamento) may incur liability under Article 2497 ICC where, acting in its own entrepreneurial interest or that of third parties, it breaches principles of proper corporate and business management and thereby causes the damage specified by the statute. Liability is excluded where the prejudice is offset by the overall benefits of belonging to the group or eliminated through compensatory transactions (the “compensatory advantages” principle, Article 2497 ICC). Anyone who took part in the wrongdoing – including directors – and, up to the amount of the benefit received, any entities that knowingly profited from it, are jointly and severally liable.

Where a company accesses a restructuring instrument under the Code of Business Crisis and Insolvency, the decision to access the instrument and the content of the proposal and plan are reserved to the management body. The plan may provide for amendments to the articles of association, capital increases or reductions, limitations or exclusions of pre-emption rights, and extraordinary transactions affecting shareholders’ rights. Moreover, from registration of the decision until confirmation of the plan, the removal of directors is ineffective without just cause and requires court approval (Article 120-bis).

If judicial liquidation is opened, the administration of the company’s assets passes to the court-appointed receiver and, where provided for in the liquidation programme, the receiver may also exercise shareholders’ meeting powers in relation to specific acts or transactions, subject to the safeguards provided by Article 264 of the Code.

Shareholders have several remedies against the company where their statutory or individual rights are infringed. In particular, they may challenge shareholders’ resolutions adopted in breach of the law or the articles of association (Articles 2377–2379 ICC for an S.p.A. and Article 2479-ter ICC for an S.r.l.) and seek judicial enforcement of individual shareholder rights, including information or economic rights, where applicable. Dissenting shareholders may also exercise withdrawal rights in the cases provided by Article 2437 et seq ICC for an S.p.A. and Article 2473 ICC for an S.r.l., obtaining payment of the value of their participation in accordance with the applicable statutory rules.

Individual shareholders may bring a direct action for compensation where a director’s negligent or intentional act causes them direct damage (Article 2395 ICC), and absent, dissenting or abstaining shareholders may challenge non-compliant resolutions. On a reasonable suspicion of serious irregularities, a minority holding 10% of capital (5% in listed companies) may petition the court (Article 2409 ICC). Directors may also be removed by the meeting at any time, subject to damages if without just cause (see 6.1 Rights to Appoint and Remove Directors).

In an S.r.l., protection is broader: any shareholder may sue the directors for damages for breach of their duties, and non-managing shareholders may inspect the books and, in cases of serious irregularity, seek a precautionary order removing the directors.

To redress harm caused to the company, in an S.p.a., the ordinary shareholders’ meeting may resolve to bring a corporate liability action against directors (Article 2393 ICC) – resulting in automatic removal if approved by at least one-fifth of the share capital – while qualifying minorities (holding at least one-fifth of capital, or 2.5% in companies making recourse to the risk-capital market) may initiate a derivative action on the company’s behalf (Article 2393-bis ICC). In addition, shareholders may bring a derivative action to enforce the company’s claim against its directors where those directors have breached their duties and caused harm to the company. In an S.r.l., protection is more accessible: any quotaholder, regardless of the size of its holding, may bring the liability action directly (Article 2476 ICC), and the same provision gives any quotaholder the right to seek a precautionary court order removing the directors pending resolution. The derivative action in either form may be combined with, or preceded by, a petition under Article 2409 ICC (see 6.2 Challenging a Decision Taken by Directors).

Shareholder activism in Italy is governed by the TUF and the ICC, which provide both statutory minority protections with strict disclosure and conduct limits. Recent reforms introduced by the Legge Capitali 2024 have significantly impacted the exercise of shareholder rights. Under the reform, regarding listed companies:

• listed companies may hold shareholders’ meetings exclusively through a designated representative;
• shareholders may submit proposals before the meeting, subject to the applicable statutory deadlines;
• questions on agenda items must be submitted prior to the meeting;
• the company must respond at least three days before the meeting;
• enhanced voting rights have been strengthened: multiple-vote shares under Article 2351 ICC may carry up to ten votes per share, while Article 127-quinquies TUF allows listed companies to provide for progressively enhanced voting rights for long-term shareholders, subject to the applicable holding-period requirements and statutory limits; and
• the slate-voting system (voto di lista) has been supplemented. It now allows shareholders holding a specific percentage of shareholding to present their own list of candidates for the board of directors, ensuring that at least one representative from the minority list is elected to the board.

Despite the tighter procedural boundaries introduced by recent reforms, Italian law still provides activists with several procedural and substantive tools, including:

• derivative actions;
• challenge of shareholders’ resolutions;
• the right to ask questions and submit proposals during the meeting and before it;
• delegate attendance and voting to a designated representative by proxy;
• minority rights to call the meeting, integrate the agenda and propose slates for the board election; and
• board engagement channels pursuant to the Corporate Governance Code.

Activist shareholders typically seek to:

• influence corporate strategy and operations to enhance long‑term value and align strategy with investor expectations;
• enhance governance and board oversight, notably by securing board representation (including through minority slates), separating leadership roles or challenging executive compensation;
• drive ESG and sustainability performance, requiring credible climate and transition metrics; and
• foster corporate transparency and strategic responsiveness to investor expectations.

Activist shareholders in Italy:

• may use derivative financial instruments to build economic exposure, subject to the applicable TUF and CONSOB disclosure and takeover rules;
• leverage the loyalty shares (voto maggiorato) where provided for by the company’s by-laws, by holding shares for the statutory qualifying period (at least 24 months) to amplify their voting power without additional capital outlay;
• use the slate-voting system (voto di lista) to seek minority board representation; and
• may co-ordinate with other investors, although such co-operation must be assessed under the TUF rules on persons acting in concert and may have consequences under the mandatory takeover-bid regime.

This strategic accumulation of power is the prerequisite for the next phase: formal engagement through the shareholders’ meeting.

Beyond board elections, activists actively leverage other statutory tools – such as submitting supplementary agenda items (Article 126-bis TUF) and filing pre-meeting written questions (Article 127-ter TUF) to demand management accountability. Additionally, ESG-driven campaigns are increasingly prominent, especially in sectors with heightened transition and sustainability risks (energy, utilities and financial services show the highest ESG risk differentials).

Governance, capital allocation and strategic performance remain common themes in activist engagement, while sustainability and transition issues may also feature where they are material to the issuer’s business and risk profile.

The following entities represent the most active participants in the Italian market, ranging from aggressive hedge funds to institutional co-ordinators:

• Activist hedge funds: Specialised international and European funds that take concentrated stakes to challenge management, pursue strategic/M&A turnarounds and present competing board slates;
• Foreign and domestic institutional asset managers: Large asset managers that practse active stewardship and act as decisive swing voters at general meetings on governance and remuneration matters;
• Institutional co-ordinators (assogestioni): The Italian asset management association, which co-ordinates institutional investors through its Comitato dei Gestori to present institutional minority slates (liste di minoranza) for boards and statutory auditors; and
• Sovereign and pension funds: Long-term capital providers exercising voting leverage primarily in regard to ESG transition, board accountability and sustainable value creation.

Because most activist engagement in Italy occurs through private dialogue rather than public confrontation (as pursuant to the Corporate Governance Code, see 11.7 Company Prevention and Response to Activist Shareholders), outcome data is rarely disclosed, and no authoritative dataset exists for the past year.

According to the Corporate Governance Code, the board of directors should adopt an engagement policy that allows for the structured consideration of shareholder proposals while safeguarding the board’s strategic and managerial autonomy, fostering ongoing dialogue with the broader shareholder base.

There is no single statutory defence against shareholder activism. Companies typically focus on sustained shareholder engagement, governance preparedness, capital-allocation discipline and the early identification of potential areas of investor concern. Enhanced voting rights, where lawfully available and appropriately adopted, may also contribute to a more stable shareholder base. Key preventive actions include:

• improving investor communication and pre-meeting disclosures to address shareholder concerns proactively;
• adopting clear capital allocation and market strategies to tackle valuation discounts;
• enhancing sustainability reporting and ESG performance (in compliance with EU Directives such as the CSRD and the Corporate Governance Code) to mitigate ESG-driven campaigns; and
• conducting internal vulnerability assessments to identify potential weaknesses in liquidity, governance or balance sheet efficiency before activists intervene.