Investment Funds: challenging resolutions of unitholders’ meetings
In its recent Order No. 12474/2025 dated 11 May 2025, the Italian Supreme Court clarified that, in the context of investment funds, investors have right to challenge resolutions passed by the unitholders’ meeting under the conditions set forth in the rules of the Italian Civil Code applicable to joint-stock companies or under the specific provisions outlined in the fund’s governing regulations.
This decision, which overrules a judgment by the Court of Appeal of Venice, is noteworthy because (i) it is the first precedent recognising investors’ standing to challenge invalid resolutions of fund meetings, and (ii) it reaffirms previous Supreme Court decisions distinguishing the legal nature of investment funds.
Drawing on Article 37, paragraph 3, of the Consolidated Law on Finance (TUF) regarding unitholder meetings of non-reserved alternative closed-end funds, the decision addresses key issues. Key clarifications include:
- All investors hold a "voice" right concerning the fund management decisions taken by the asset management company (SGR), which is exercised through investors’ meetings;
- A fund without an investors’ meeting (whether its powers are comprehensive or more limited, depending on the fund type) cannot exist. Recognising investors’ standing to challenge resolutions does not imply undue interference with the SGR's operations, as investors are not shareholders in the SGR;
- Analogy with rules governing joint-stock company (S.p.A.) meetings may be appropriate in cases requiring consistency with the general legal framework;
- Denying investors the standing to seek invalidation of resolutions passed at meetings they were entitled to attend would render the relevant provisions in the TUF and the fund regulations meaningless. A system of collective investor participation structured around meetings and collegial decision-making would thus become unaccountable, since participants in the meeting would have no recourse to contest its decisions. Such an outcome would contradict the constitutional principle safeguarding rights under Article 24 of the Italian Constitution and create an anomaly in Italian law: resolutions of the investors’ meeting that are immune from challenge on any grounds, therefore being valid irrespective of how they were adopted or their substantive contents.
The recognition of investors’ necessary “real” protection and the explicit incorporation of joint-stock companies meeting rules into the fund’s regulations also raise important considerations regarding the governance provisions for reserved AIFs, particularly those negotiated between SGRs and investors in the framework of private autonomy.
