Commentary on Judgment No. 10521 of 2024: Challenging the Financial Statements of Joint-Stock Companies (S.p.A.)

Judgment No. 10521 of April 18, 2024, issued by the Court of Cassation, serves as an important reference point regarding the challenge of resolutions approving the financial statements of joint-stock companies (S.p.A.). The case at hand, which saw B. and C. in opposition, focuses on the issue of resuming proceedings following a ruling of territorial incompetence and the possibility of raising grounds for nullity not initially highlighted.

Regulatory Context

The issue addressed by the Court falls within the regulatory framework outlined by Articles 2377, 2379, and 2434-bis of the Civil Code. In particular, Article 2434-bis establishes that actions to challenge resolutions approving financial statements cannot be brought after the approval of the financial statements for the subsequent fiscal year. However, the Court clarified that this preclusion does not extend to an already initiated challenge action, thus allowing for the assertion of defects not initially highlighted.

Judgment Summary

Challenging the financial statements of an S.p.A. - Resumption of proceedings following a ruling of incompetence - Preclusion under art. 2434-bis of the Civil Code - Exclusion - Rationale. In matters concerning the challenge of resolutions approving the financial statements of joint-stock companies, the resumption of proceedings following a declaration of territorial incompetence does not preclude the party from asserting a ground for nullity not initially raised. This is because art. 2434-bis of the Civil Code, which stipulates that actions provided for by arts. 2377 and 2379 of the Civil Code cannot be brought against resolutions approving financial statements after the approval of the financial statements for the subsequent fiscal year, must be understood to mean that the party forfeits the possibility of exercising the challenge action in itself, but not that such preclusion extends to an already initiated challenge action, regardless of the invalidating defect. The legislative intent is that the financial statements for a fiscal year cannot be challenged after the approval of the financial statements for the subsequent fiscal year, but not before that event.

Practical Implications of the Judgment

The judgment under review has several practical implications for joint-stock companies and their shareholders. Here are some key points:

• Recognition of the possibility to assert grounds for nullity even during the resumption phase.
• Clarity on the preclusion periods related to challenging financial statements.
• Strengthening of shareholder protection, allowing them to assert their rights even after a ruling of incompetence.

These specifics clarify the role of shareholders in the financial statement approval process and ensure greater protection of their interests in the face of potential irregularities.

Conclusions

In conclusion, judgment No. 10521 of 2024 represents a significant step forward in jurisprudence concerning the challenge of financial statements of S.p.A. It underscores the need to interpret regulations in a manner that guarantees effective protection of shareholders' rights, preventing procedural technicalities from barring access to justice. Companies must therefore pay particular attention to the transparency and correctness of their resolutions, aware that shareholder oversight is always present.