Reforming Shareholders’ Meetings in Italy: Considerations on the Emerging Reform of the Consolidated Finance Act

Abstract

While this article was in proof, the Italian Government approved the reform of the capital markets framework. At the time of writing, the final consolidated text, although in line with I reported supra, has not yet been published. Before 2020, Italian corporate governance rested on a structural assumption that had remained essentially unchanged for decades: the shareholders’ meeting – particularly in listed companies – was conceived as a physical gathering held at a defined place and time. This model, rooted in the Civil Code of 1942 and later confirmed by the Consolidated Finance Act of 1998 (TUF), required shareholders or their appointed proxies to attend in person in order to participate, speak, and vote. The corporate law reform enacted in 2003–2004 opened the door to electronic participation and remote voting, provided that shareholder identification could be reliably ensured. However, these technological mechanisms – electronic voting systems, web streamed proceedings, and digitalised procedures for registration and proxy management – remained largely peripheral. They were typically viewed as optional tools that complemented, rather than displaced, the paradigm of physical attendance. Remote participation was allowed only when expressly authorised by the company’s by-laws, and it was often approached with caution. Concerns were widespread regarding procedural certainty, allocation of responsibility in the event of technical malfunction, and the potential erosion of the meeting’s traditional role as a central forum for corporate accountability. Italian notarial practice, which plays a significant interpretative role in corporate matters, also expressed doubts on several occasions.