What happens when a shareholders’ meeting revokes the resolution that had legitimized a member’s withdrawal?
Luca Pescatore explains it on NT+ Fisco by Il Sole 24 Ore, analyzing a recent ruling by the Italian Supreme Court (judgment no. 15087 of June 5, 2024), which for the first time interprets Article 2437-bis, paragraph three, of the Italian Civil Code.
If the revocation is resolved within 90 days, the withdrawal loses its effect retroactively, and the shareholder regains their status as a member, once again entitled to exercise all associated rights: from voting to challenging resolutions, and even the right of first refusal on newly issued shares.
This solution allows the company to reverse course and gives dissenting minorities back their voice on key decisions such as transformations, bylaw amendments, or relocations of the registered office.
To learn how this rule applies in practice,