CORPORATE | Italian Supreme Court on investors’ right to challenge investors’ meeting resolutions

On 11 May 2025, the Italian Supreme Court issued its ordinance No. 12474 in a case concerning the claim brought by an investor in a closed-end investment fund against two resolutions of the relevant investors’ meeting. The disputed resolutions concerned an amendment of the fund regulation and the replacement of the fund management company (società di gestione del risparmio – SGR).

The investor’s claim found acceptance from the Court that rejected the restrictive interpretation whereby investors – not being shareholders of the SGR – are not entitled to challenge resolutions adopted by the investors’ meeting. Instead, the Court held that investors are entitled to challenge such resolutions under the provisions governing corporate resolutions set out in Article 2377 and Article 2379 of the Italian Civil Code or under the specific rules of the fund’s internal regulation.

Therefore, the Court acknowledged that investors are entitled to an effective legal remedy to contest invalid or unlawful decisions. This remedy complements the traditional possibility of seeking damages and enhances the participatory rights of investors within the internal governance structure of closed-end investment funds.

Newsletter n. 109 – July 2025