Strengthened statutory autonomy: the Court of Cassation expands the shareholders’ room for manoeuvre
How can a company’s articles of association regulate matters not expressly reserved by the Civil Code?
This point is well explained by Luca Pescatore in an article for Il Sole 24 Ore, analysing Cassation ruling no. 14268/2025.
The Supreme Court confirmed the validity of the simul stabunt simul cadent clause even for companies with a two-tier governance system, clarifying that:
- it does not violate mandatory rules, provided it is applied in good faith and with loyalty;
- it does not constitute dismissal (revoca), but rather a statutory mechanism for early termination known to directors from the moment they accept the appointment;
- it is lawful unless abused, for example if used instrumentally to remove unwelcome directors.
More generally, the ruling confirms that the articles of association may regulate areas not rigidly reserved by the Civil Code to shareholder autonomy, as long as they comply with the general principles of the legal system.