CORPORATE | The Italian Supreme Court on rules in transactions with related parties

On 28 March 2024, the Italian Supreme Court issued its judgment No. 8440 concerning the implementation by listed companies of the rules ensuring transparency and correctness (the “RPT Rules”) in a transaction involving related parties (operazioni con parti correlate) (the “RPT Transaction”). According to the principle stating the prevalence of substance over form provided under Consob resolution No. 17221 of 12 March 2010, Appendix, Paragraph 3.1, the ruling provides that RPT Rules must be adopted also in the phase preliminary to the approval of an RPT Transaction by the administrative body. In a case where a director of the listed company is also director of the target company, the Court deemed that the fact that the “link” between the two parties ceases – due to the resignation of the concerned director, just before the administrative body’s approval of the listed company of the RPT Transaction – does not affect the applicability of RPT Rules. In light of the above, as soon as the listed company becomes aware of the existence of a possible RPT Transaction, (a) such company must immediately require an opinion of the related parties committee (the “RPT Committee”) concerning the company’s interest in pursuing the transaction and the correctness of the relevant conditions, and (b) the executive directors must ensure that members of the RPT Committee are provided with adequate information relating to the RPT Transaction in due time.

Newsletter n. 97 – June 2024