CORPORATE Italian Supreme Court on withdrawal of the ‘ad nutum’ clause in the bylaws of a joint-stock company

On 29 January 2024, the Italian Supreme Court issued its judgment in case No. 2629, ruling on the lawfulness of a clause in the bylaws of a joint-stock company granting shareholders the right to withdraw without cause (ad nutum) with a notice period of at least 180 days. In the previous instance, the Court of Appeal had considered the clause void in light of Article 2437.3 of the Italian Civil Code, which allows withdrawal without cause only in the context of companies incorporated for an indefinite period of time. The Supreme Court, however, finding the Court of Appeal’s declaration detrimental to shareholders and, in particular, to the reliance on an easy exit from the company, had declared the clause in comment valid, where it is included in the bylaws of a non-listed company and proving a reasonable period of notice.

Newsletter n. 95 – April 2024