In SPAs, shareholders adopt their decisions by means of shareholders’ meetings only.
As a general rule and unless the bylaws provide otherwise:
- the shareholders’ meeting is convened by the board of directors, with a notice of call that must include:
usually the notice of call will also include the detail of a shareholders’ meeting on second call, which can be assembled and pass resolutions with a lower quorum, if provided by the bylaws, in the event that the first one cannot be properly held;even without a notice of call, a plenary shareholders’ meeting can be validly assembled if the entire corporate capital of the company is represented and the majority of the directors and the statutory auditors are in attendance;shareholders can be represented within the shareholders’ meeting by means of proxies granted to other shareholders as well as to third parties, with the exception of members of management and control bodies of the company;as far as quorum is concerned, shareholders’ meetings are duly assembled with the attendance of at least half of the shareholders, excluding shares without voting rights. The ordinary meeting passes resolutions with the favourable vote of the absolute majority of the attendees, unless a higher majority is required by the bylaws. The extraordinary meeting passes resolutions with the favourable vote of shareholders representing more than half of the share capital, unless a higher majority is required by the bylaws; andthe shareholders’ meeting is chaired by a chairman, identified by the bylaws or appointed by the attendees. The chairman verifies the regularity of the meeting and ascertains the results of the vote. The chairman must be assisted by a secretary (likewise identified by the bylaws or appointed by the participants), who is entrusted, inter alia, with the task of preparing the minutes of the meeting.
- the location of the meeting;
- the date of the meeting, which shall be at least 15 days later; and
- the items on the agenda to be discussed and resolved by the shareholders;
The quotaholders can pass resolutions during a quotaholders’ meeting but also by means of written resolutions, except for some items that must be necessary addressed by the quotaholders’ meeting (eg, modifications of the bylaws or the corporate scope of the company, compulsory reduction of the corporate capital and winding up of the company).
There are other differences from the SPA, such as:
- the shorter term for the notice of call, which is set to eight days prior to the meeting but can be further reduced by the bylaws;
- the possibility, unless differently provided by the bylaws, of not appointing a secretary to the meeting; and
- the fact that, even without notice of call, the quotaholders’ meeting is properly convened if the quotaholders are present and management and supervisory bodies are not in attendance and declare that they have been informed as to the agenda, even if they are not physically in attendance.