Last Updated June 21, 2019

Law and Practice

Authors



CMS Adonnino Ascoli & Cavasola Scamoni is unique in its composition, which combines extensive local and international expertise in order to assist clients with all types of cross-border issues. The Italian corporate team (with offices in Milan and Rome) comprises over 30 professionals and is best known for its knowledge leadership, especially in the energy, life sciences, automotive and media sectors. It has strength in mid-market deals, with a number of long-term clients in this area. Recent highlight deals include international transactions concerning Total, including assisting Total Marketing Services SA and ERG Spa with the sale of TotalERG Spa to API Spa (Anonima Petroli Italiana S.p.A) and providing assistance to Moneygram with respect to restructuring after Brexit. The firm also concluded several high-value deals in 2018, with clients including NMS Group, Telit, and Cuki. It covers all corporate-related practice areas.

As a general rule, directors are appointed by the shareholders/quotaholders while the attorneys-in-fact (who are usually employees of the company) are appointed by directors.

In the case of SPAs (and also in the case of SRLs, if so provided in their bylaws), if one or more directors cease to hold office, then the other directors shall appoint a new director by way of co-optation (cooptazione), provided that the majority of the members of the board of directors is composed by members appointed by the shareholders/quotaholders. The directors so appointed shall stay in office until the next shareholders'/quotaholders' meeting.

In SPAs, the maximum term of the mandate for directors is three years. In SRLs directors can also appointed for either a fixed term or an indefinite term. In both cases (SPAs and SRLs), directors can be re-appointed at the expiry of their mandate.

The mandate to the directors might cease upon one of the following events:

  • expiry of the mandate;
  • resignation;
  • if appointed for a fixed term, revocation for cause (if the revocation is without cause the director might claim damages);
  • if appointed for an indefinite term, revocation without cause upon reasonable notice; and/or
  • if the director subsequently becomes ineligible (see the requirements outlined in 4.3 Board Composition Requirements/Recommendations, above).

With reference to resignation, directors may resign at any time with immediate effect upon informing the board (and the statutory auditors), as long as the majority of the members of the board of directors remain in office. Otherwise, such resignation shall be effective upon the reconstitution of the majority of the board.

CMS Adonnino Ascoli & Cavasola Scamoni

Galleria Passarella 1
20122 Milan
Italy

+39 02 89 28 38 00

+39 02 48 01 29 14

daniela.murer@cms-aacs.com www.cms.law
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Authors



CMS Adonnino Ascoli & Cavasola Scamoni is unique in its composition, which combines extensive local and international expertise in order to assist clients with all types of cross-border issues. The Italian corporate team (with offices in Milan and Rome) comprises over 30 professionals and is best known for its knowledge leadership, especially in the energy, life sciences, automotive and media sectors. It has strength in mid-market deals, with a number of long-term clients in this area. Recent highlight deals include international transactions concerning Total, including assisting Total Marketing Services SA and ERG Spa with the sale of TotalERG Spa to API Spa (Anonima Petroli Italiana S.p.A) and providing assistance to Moneygram with respect to restructuring after Brexit. The firm also concluded several high-value deals in 2018, with clients including NMS Group, Telit, and Cuki. It covers all corporate-related practice areas.

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