CORPORATE | Court of Potenza on the shareholders’ right to information

On 13 March 2025, the Court of Potenza issued its ruling on an urgent filing by a minority shareholder under Article 700 of Italian Procedural Civil Code (ricorso cautelare) vis-à-vis the company. The claimant sought access to certain documents (including corporate books, accounting documents, contracts, and specific business reports), access to which had been denied by the sole director, who was also the majority shareholder.

In response, the defendant argued that the request was unfounded, primarily because: (a) the minority shareholder had failed to clarify the purpose of the request; and (b) the documentation in question was confidential, particularly given the claimant’s role as director and shareholder in a competing company.

The Court partially upheld the application. It affirmed that shareholders are entitled to receive information about the company’s affairs and to inspect corporate books and administrative documents, as established under Article 2476.2 of the Italian Civil Code. The Court underscored that this right is extensive and is limited only by the principle of good faith, and does not require the shareholder to demonstrate a specific interest. Concerns about confidentiality, it added, can be addressed through redaction of sensitive information.

However, the Court rejected the request insofar as it related to documents “to be created” (documenti costituendi) — such as reports on business activities, asset immobilisation, property profitability, and credit recovery status — on the grounds that such information could be inferred from existing records. The Court ordered the company to provide only pre-existing documents (documenti costituiti) and imposed a daily penalty for each day of delay beyond the set deadline for compliance.

Newsletter n. 107 – May 2025