Insights

The Notary Council of Milan has established the legitimacy of statutory provisions of Italian companies which also after the Covid-19 emergency period, in addition to the participation at shareholders’ meetings also by means of telecommunication, allow the administrative body to expressly provide in the notice of call that the participation in the shareholders’ meeting shall take place exclusively by means of telecommunication without a physical place of meeting (see maxim no. 200/21). The underlying consideration is that the virtual meeting does not affect the principle of collegiality and it allows the participants to dialogue and to share documents in real time. The principles of good faith and equal treatment are also complied with, provided that the shareholders have the necessary electronic connections, without affecting their right to attend the meeting and express their votes. Corollary of the above decision is the possibility to convene virtual meetings also of management and auditing corporate bodies, provided that the by-laws expressly permit the participation by electronic means. The decision of the Notary Council allows among other easier and more efficient course of meetings of corporate bodies of Italian companies belonging to international groups with a view to further strengthening the trends of remote working and eco-sustainability.