Poteri del socio pubblico, revoca degli amministratori e abuso di maggioranza

Abstract

The examined judgment reflects the consolidated position of the Italian Supreme Court (Corte di Cassazione), according to which publicly held companies, including those under public control and in-house companies, are to be qualified as private law entities, with the consequent application of the rules of private law also with respect to the appointment and removal of directors. The ruling is wellfounded and convincing and, although not particularly innovative in its conclusions, provides an opportunity to reflect on the limits of interference by the public shareholder, even when holding a controlling stake, in the management of the participated companies and on the issue of “abuse of majority”. Furthermore, the Court addresses the question of the grounds for annulment of shareholders’ resolutions due to defects in the minutes of the shareholders’ meeting, with specific reference to the case of late drafting and publication of the minutes.