Corporate governance measures
Certain special provisions apply to shareholders’ meetings convened until 31 July 2020 or by the date, if later, until which the Covid-19 outbreak continues to be present in Italy.
- the annual shareholders’ meeting must be convened within the wider term of 180 days from the company’s financial year end (instead of the usual 120-days term), irrespective of any provision in its by-laws. The company’s management body is not required to justify the use of such wider term;
- in the relevant meeting notice, companies may allow (or require) the remote attendance of the shareholders’ meeting by way of electronic means (e.g., conference call or videocall) and allow voting remotely by postal (voto per corrispondenza) or electronic vote (voto in via elettronica), even if the company’s by-laws provide otherwise;
- companies may allow for shareholders’ meeting to be held, even exclusively, using electronic means provided that such means allow the identification of participants, their participation and their voting rights. Furthermore, the chairman and the secretary of the meeting (also in cases where the notary acts as secretary) are not required to be in the same place, even if the company’s by-laws provide otherwise;
- with respect to limited liability companies (società a responsabilità limitata), except for certain specific matters, resolutions of the quotaholders may be adopted by way of written consultation or written consent, even if the company’s by-laws do not explicitly contemplate such possibility or provide otherwise.
Other corporate law measures
- Losses affecting the share capital and winding-up
The provisions requiring that, in case of losses reducing the share capital of joint stock companies and limited liability companies by an amount higher than 1/3 for two consecutive accounting periods: (a) the share capital is reduced by an amount equal to the losses (Articles 2446, second and third paragraph, and 2482-bis, fourth, fifth and sixth paragraph, of the Italian Civil Code) or (b) where the share capital is reduced below the minimum required by the law, either the share capital is restored above the statutory minimum or the company is transformed (Articles 2447 and 2482-ter of the Italian Civil Code) do not apply to instances occurring in accounting periods ending by 31 December 2020.
Additionally, within the same time frame (i.e., with respect to instances occurring in accounting periods ending by 31 December 2020), the reduction of the share capital below the statutory minimum (for joint stock companies and limited liability companies) or the loss of the entire share capital (for cooperative companies) will not trigger the winding-up of the company (as Articles 2484, first paragraph, no. 4 and 2545-duodecies of the Italian Civil Code would require), thus releasing the directors from the obligation to file for the liquidation of the company and manage the business with sole aim of preserving the integrity and value of the company’s assets.
- Financial statements going concern valuation perspective
With respect to the drafting of the financial statements relating to the accounting period ending on 31 December 2020, the valuation of the balance sheet’s items in a going concern perspective may be carried out if the going concern was deemed as present in the company’s last financial statements relating to an accounting period ended prior to 23 February 2020. This provision shall apply also to financial statements relating to accounting periods ended prior to 23 February 2020 and not approved yet.
- Shareholders’ and intercompany loans
Loans granted by shareholders or entities exercising direction and coordination over the borrower in the period between 9 April 2020 and 31 December 2020 are exempted from the application of the so-called “equitable subordination” rule i.e., the rule set out under Articles 2467 and 2497-quinquies of the Italian Civil Code whereby shareholder/intercompany loans are subordinated by operation of law to all other debts of such company, if granted at a time when, taking into consideration also the business carried out by the company: (i) the company’s indebtedness was excessively high compared to shareholders’ equity, or (ii) the company’s financial situation was such that a shareholders’ contribution would have been reasonable under the circumstances.