Contributed By CMS Adonnino Ascoli & Cavasola Scamoni
Most of the corporate governance arrangements are included in the bylaws of the company, which must be communicated to the Chamber of Commerce and are therefore publicly available.
However, pursuant to Article 2341-bis ICC some arrangements may be included in separate agreements between shareholders in order to regularise the ownership structure or the management of the company (so-called 'patti parasociali'). These agreements may relate to the exercise of voting rights, the limitation of the transfer of shares/quotas and the exercise, jointly or otherwise, of a dominant influence on the company.
In general, there is no statutory requirement obliging the companies to disclose these arrangements.
An exception is provided with regard to companies with publicly-traded shares (and their parent companies), where shareholders agreements must be: