The Notarial Council of Florence has issued the following new guidelines: (a) Guideline No. 82/2022, which lays down rules for the efficient conduct of shareholders' meetings held by telecommunication means. In particular, the Guideline identifies certain requirements for the by-laws regulating the shareholders' meeting held by audio-video conferencing; (b) Guideline No. 84/2022, according to which joint-stock companies may issue "hybrid perpetual subordinated bonds" (obbligazioni ibride perpetue subordinate), which do not grant administrative rights and have the following characteristics: (i) the loan is not repaid until the company is dissolved or subjected to insolvency proceedings, (ii) payment of interest and repayment of principal are postponed with respect to the payments due to other bondholders and (iii) payment of interest may be suspended, postponed or curtailed - at the company's sole discretion - without prejudice to the right of the bondholders to obtain the payment of any unpaid interest prior to any distribution to shareholders; (c) Guidelines No. 79/2022 and 80/2022 on redeemable shares and the exercise of the relevant redemption right, which, given the synthetic regulation that the Italian Civil Code provides on the matter (i.e. Article 2437-sexies), should be detailed in the company's by-laws. The Council specifies, inter alia, that the by-laws may grant: (a) the power of redemption individually to each shareholder, without the establishment of a relevant class of shares; (b) the power of redemption to shareholders in certain situations (not merely potestative or discriminatory); or (c) the power of redemption to shareholders subordinate to the company's failure to exercise its power of redemption (and vice versa).
Originally published by May, 2023
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