L'INVALIDITÀ DELLE DELIBERE CONSILIARI DI S.P.A. NEL QUADRO DEL SISTEMA DELLE INVALIDITÀ

This dissertation examines the rules governing the invalidity of resolutions adopted by boards of directors. In the system that has emerged from certain legislative developments, it identifies a new system of rules on invalidity which, together with the rules governing invalid meeting resolutions, constitutes a special system differing from the rules governing the invalidity of contracts. Within this special system, the dissertation then identifies a single macro-category of invalidity, containing a graduated scale of cases according to the type of flaw and decision-making body involved. In light of these conclusions, the dissertation then goes on to examine the actual scope of the new provisions reflecting the legislator’s search for a fair solution that balances the harm suffered by a company when a resolution is challenged and that suffered by its shareholder or, more widely, by legal relationships when a flawed resolution remains in place. The dissertation finds – with regard to resolutions adopted by boards of directors – that the protection offered by the rules is not entirely effective, since they do not cover all possible flaws and do not allow shareholders to challenge flawed board resolutions.