Resolutions Avoiding Unfavourable Judgments As Possible Abuse Of Majority Rule

This note is inspired by a recent 'abuse of majority' case and focuses on meeting resolutions passed with the sole intent of harming minority shareholders as well as on immediate enforceability of first-instance judgments ordering the cancellation of such resolutions.

Share capital increase and reduction of quorum for passing resolutions

In two subsequent meetings, respectively, of 2 August and 29 October 2013, the shareholders' meeting of P.G. S.p.A. (hereinafter, for ease of reference, the "Company") resolved upon a share capital increase involving the reduction of the share held by minority shareholder G.R. from 20% to 0.73%.

Both the above resolutions were subsequently challenged by G.R. before the Court of Milan, which, by judgment 10048 of 2017, found the August resolution ineffective and ordered cancellation of the October resolution, on the ground that the capital increase resolved upon by the resolution of 2 August 2013 had not been effected, there