Il rappresentante designato alla luce della nuova «legge Capitali»

The new Italian « Capital Law » (Law. No. 21 of March 5, 2024) introduces significant innovations regarding the conduct of shareholders’ meetings, which may now take place exclusively through the designated representative pursuant to Articles 135-undecies and 135-undecies.1 of t.u.f. The analysis outlines the content of the new Article 135-undecies.1 highlighting the statutory clause regarding the designated representative and the new ways of exercising the right to submit proposals and the right to ask questions. In this context, some reflections are made regarding the shareholders’ meeting — without shareholders — and about the implications of this new decision-making model. The contribution offers further considerations regarding both the compatibility of the new Article 135-undecies.1 with the guiding principles of the Shareholder Rights Directive and the potential recognition of the shareholder’s right of withdrawal.