The crime of unlawful influence on the assembly: analysis of ruling no. 26135 of 2024

The recent ruling no. 26135 by the Court of Cassation, filed on July 3, 2024, provides significant insights on a crucial topic in corporate law: the crime of unlawful influence on the assembly. This decision not only clarifies the boundaries of this offense but also emphasizes the importance of the actual conduct of assemblies, rather than mere simulations. Let us examine the key points of the ruling and the implications for the parties involved.

The legal qualification of the crime of unlawful influence

According to the Court, the crime of unlawful influence on the assembly is an event crime designed to protect the proper functioning of the assembly body. The ruling states:

Crime of unlawful influence on the assembly - Event crime - Actual alteration of assembly majorities - Real and not virtual holding of the assembly - Necessity - Existence. The crime of unlawful influence on the assembly, which is an event crime, is aimed at protecting the interest in the proper functioning of the assembly body, so that fraudulent or simulated acts must actually alter the formation of assembly majorities, which presupposes that the assembly has been held not virtually, but effectively.

This statement highlights a fundamentally important element: for the configuration of the crime, it is necessary that the assembly is actually held and that any irregularities have a concrete impact on the decisions made. Therefore, mere alteration of documentation or voting procedures, if not accompanied by a real alteration of majorities, does not constitute the crime in question by itself.

Practical implications of the ruling

The practical consequences of this ruling are manifold and concern both the directors and the shareholders of companies. Among the key points, we can highlight:

  • The necessity to ensure that assemblies are genuinely held, with minutes and voting procedures that reflect the reality of the facts.
  • The importance of monitoring any fraudulent acts that may alter the composition of majorities, as such behaviors can have criminal repercussions.
  • The potential impact of this ruling on the trust of investors and shareholders in assembly decisions, which must be preserved through transparency and legality.

Conclusions

In conclusion, ruling no. 26135 of 2024 represents an important step forward in the protection of the regularity of corporate assemblies. It reaffirms the principle that only a real alteration of assembly majorities, resulting from fraudulent acts, can constitute the crime of unlawful influence on the assembly. This decision invites all actors in the corporate world to reflect on the importance of transparency and fairness in assemblies, essential elements for the proper functioning of companies and for trust in the entrepreneurial system.

Bianucci Law Firm