Judgment No. 10500 of 2024: Compensation for Minority Shareholders in De Facto Expropriation
The recent judgment No. 10500 of April 18, 2024, issued by the Court of Cassation, offers important clarifications regarding the rights of minority shareholders in cases of de facto expropriation. The central issue concerns the possibility of claiming compensation for the damage to the patrimonial value of shares, following the administration of Ilva, ordered by Legislative Decree No. 61 of 2013. Let's analyze the key points of this judgment and its legal implications.
Context of the Judgment
In this case, a minority shareholder challenged the reduction in value of their shareholding due to the measures adopted for de facto expropriation. The Court clarified that, pursuant to Article 42 of the Constitution and Article 1 of the Additional Protocol to the ECHR, the shareholder can, in abstract, invoke the right to compensation. However, it is essential for the merits judge to assess whether, in concrete terms, there has been damage to the patrimonial value and, if so, the extent of such prejudice.
Damage Assessment and Unchallengeability of the Decision
Protection of minority shareholders - De facto expropriation compensable in abstract - Concrete assessment by the judge - Unchallengeability in appeal proceedings - Case facts. In light of the administration of Ilva, ordered by Legislative Decree No. 61 of 2013, converted into Law No. 89 of 2013, a holder of a minority stake can, in abstract, invoke the right to compensation for damage to the patrimonial value of their stake pursuant to Art. 42 of the Constitution and Art. 1 of the Additional Protocol to the ECHR, as shareholdings fall within the category of "possessions" to which the safeguarding provision set forth in the aforementioned Art. 1 applies; however, it is incumbent upon the merits judge to determine whether, in concrete terms, such prejudice has occurred as a direct consequence of the law-measure, and the related assessment, if reasoned, remains unchallengeable in cassation.
The Court emphasized that the assessment of prejudice must be carried out on a case-by-case basis, and that the decision of the merits judge, if adequately reasoned, cannot be challenged in appeal proceedings. This principle of unchallengeability protects the judge's autonomy and the need to examine each specific situation.
Implications for Minority Shareholders
- Recognition of the right to compensation in cases of expropriation.
- Need for a concrete assessment of the damage suffered.
- Importance of the reasoning provided by the merits judge.
This judgment represents a significant step forward in protecting the rights of minority shareholders, highlighting how the law must consider the specific circumstances of each case. Minority shareholders must be aware of their rights and the avenues for recourse in case of damages suffered due to legislative or administrative measures.
Conclusions
In conclusion, judgment No. 10500 of 2024 provides a clear framework on the rights of minority shareholders in situations of de facto expropriation. The recognition of the right to compensation and the necessity of a concrete assessment of the prejudice are fundamental elements for ensuring fair patrimonial protection. It is crucial for minority shareholders to seek advice from industry professionals to evaluate specific circumstances and the actions to be taken for the defense of their rights.
