The Notarial Council of Milan issued new guidelines on corporate issues and namely the following. Guideline No. 207/2023, which refers to the case of capital increase in the presence of several categories of shares/quotas in a non-proportional manner for each category, stating that there is no per se prejudice to the rights of any category in this case, provided that an assessment is made as to whether, in the case in point, the specific content of the rights of each category of shares/quotas may give rise to a prejudice of one or more categories requiring approval pursuant to Article 2376 of the Italian Civil Code. Moreover, those by-law clauses are declared lawful which state that (a) approval by the category shareholders' meeting is mandatory to resolve on any proportional or non-proportional capital increase, or to resolve on any capital increase to issue new shares/quotas in a non-proportional manner, with or without the exclusion of any pre-emptive rights; (b) any capital increase must consist of a number of new shares/quotas proportional to the number of shares/quotas in each existing class. Approval by the category shareholders' meeting is mandatory in order to amend such clauses.
Originally published July 2023
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