The proceedings were based on a lawsuit filed by a holding company that had demanded the convening of a shareholders’ meeting to expel a shareholder due to serious breaches of duty. However, the board of directors refused to include the item on the agenda, whereupon the holding company sought judicial assistance. The court clarified that administrative bodies may review a shareholders’ request to convene a meeting only to a limited extent. Permissible is only the review of formal requirements, the standing of the requesting shareholder, and the legal admissibility of the proposed resolutions. Administrative bodies, however, are not entitled to assess the substantive or economic prospects of the requested resolutions. In the court’s view, a more extensive review would lead to an impermissible shift of decision-making authority from the shareholders’ meeting to management. The decision thus reaffirms the principle that conflicts under corporate law must generally be decided by the shareholders’ meeting itself.

 

Under Italian law, if the directors refuse, a shareholder (holding at least one-third of the share capital) may directly convene a general meeting of shareholders in accordance with Article 2479 of the Civil Code.