Corporate Law and new technologies: the “remote” Shareholders’ Meeting and cybersecurity issues
The reality that, now (unfortunately) for over two years, we have been living with the sadly known health emergency, caused by the spread of the Covid-19 virus, has involved, among other things, social distancing measures that have severely limited the possibility of contact between individuals. This inevitably created repercussions also on the conduct of the meetings of the social bodies. With specific reference to the Shareholders’ Meeting, the issue took on particular importance, since the first period in which the pandemic occurred – at the end of February, the beginning of March 2020 – coincided with the period of preparation of the meetings of financial statements, many of which already convened on that date.
In this regard, our legislator, like most of the European legislators, intervened on the matter with the so-called “Cura Italia” decree, the legislative decree March 17, 2020, n. 18, containing “Measures to strengthen the National Health Service and economic support for families, workers and businesses related to the epidemiological emergency from COVID-19”, which outlined, in art. 106, entitled “Regulations on the conduct of company meetings”, important news regarding company meetings. This rule, in fact, provides, in line with the other measures aimed at avoiding any type of gathering, the possibility of holding meetings exclusively by means of telecommunication, ie “at a distance” and “behind closed doors”, also possibly in derogation from the statutory provisions.
By Alessandro Livi and Erica Onorati, Team Legal Telsy, and Federico Raffaele, Legal Finance and M&A at TIM
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For other articles related to cybersecurity legislation, see https://www.telsy.com/category/legal/
Alessandro Livi, graduated with honors from the University of Rome “Tor Vergata” with a thesis in Comparative Private Law entitled: “International copyright in the digital society, between new protections and new conflicts”. PhD at the University of Rome “Tor Vergata”, Alessandro is also an expert in the subject of Comparative Private Law at the aforementioned University as well as Market Law and Regulation at the LUISS Guido Carli University. Before joining Telsy, he worked, among other things, in the field of business contracts, corporate law, commercial law and financial law at primary level law firms, both national and international, and as Legal Consuel, in business contexts. Finally, he is the author of several publications on corporate law, fintech and cybersecurity law.
Erica Onorati, graduated in law from the LUISS Guido Carli University in Rome with a thesis in civil law entitled “The renegotiation clauses”, focused on the analysis and applicability of the renegotiation in contractual matters. Specialized in the civil law profile, she has studied issues related to contractual and extra-contractual liability and corporate and commercial law. After several experiences in the legal field in corporate contexts as a corporate lawyer, you currently hold the role of Junior Legal Counsel in Telsy. with a focus on the management of business contracts and legal advice provided to the business lines involved in the various sectors of business operations.
Federico Raffaele, graduated with honors in 2008 from the Faculty of Law of the LUISS Guido Carli University of Rome and in 2009 from the Faculty of Economics of the University of Pescara G. d’Annunzio. In 2012 he obtained the Master of Laws (LL.M.) in the United States at Harvard Law School. In 2013 he obtained a PhD in law and economics at the LUISS Guido Carli University in Rome, where he was also a research fellow in commercial law. In 2011 he obtained the qualification to practice as a lawyer. Before joining TIM, first as Head of Legal Media and Digital Solutions and then as Head of Legal Finance & M&A, he collaborated with the law firms BonelliErede, Baker McKenzie and Carbonetti, in the Corporate/M&A and Capital Markets departments. He is an adjunct professor of Private Comparative Law at the LUISS Guido Carli University of Rome and holds various teaching positions at Masters and postgraduate training courses. He is also the author of publications on corporate law and financial markets. He is Vice President of the Harvard Law School Association of Europe (HLSAE).