ESSAYS:
Shareholders’ Informational Rights in an Italian Limited Liability Company (S.r.l.)

Authors: Giovanna Giacchero

ABSTRACT

The paper investigates features of, and limits to, the right to information a shareholder of a Limited Liability Company under Italian law (S.r.l.) has vis-a-vis the management. The broad extension of this right, coupled with the absence of objective standards in well-established case law, raises concerns that its exercise may be used as a means to exert illicit pressure on management and, in some cases, substantially paralyze a company’s activities. There is widespread consensus among authors about the need to balance the right to information of a single shareholder with the interests of the company (e.g. confidentiality, protection of industrial secrets, and competition), as, in certain cases, this would allow directors to legitimately deny requests that could be detrimental to the company. The paper aims to identify the circumstances in which management opposition to shareholder requests may be considered legitimate. Furthermore, it investigates whether and how the right to information may be derogated or regulated through the inclusion of specific provisions in the corporate By-laws.

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