GLI EFFETTI DELLA SENTENZA DI ACCOGLIMENTO DELL'IMPUGNAZIONE DI DELIBERAZIONI ASSEMBLEARI DI S.P.A.

The thesis aims to identify the effects of judgments that declare the nullity or annulment of shareholders' resolutions, also of negative content, by looking for a solution that ensures a proper balance between the protection of legality and the stability of corporate actions. The traditional view that the judgment has full retroactive effect , without prejudice to rights acquired in good faith by third parties, seeems to apply only to the resolution with which it has been decided or authorized the completion of a legal transaction by the directors. In the thesis, it is suggested that it is however possible to deduce from many provisions of the civil code (and in particular from art. 2332 c.c.) that the judgments regarding a resolution modifiyng the organization of the company can operate only ex nunc, as it is necessary to ensure the validity of acts that were taken on the assumption of the invalid resolution. In light of the above conclusion, it is determined which are the the effects of the judgements in case of invalidity of some specific resolutions, namely those of approving the budget or an increase in paid capital. Lastly, the thesis tries to identify the limits that the judicial authority has in the identification of measures to be taken by the board in order to comply with the judgments, in accordance with the principle that the tribunals can not interfere in the management of the Company, taking acts in place of the board of directors or of the shareholders.