To Be or Not to Be (Present): That is the Question. How Technology Impacts Shareholders’ Meetings in a PLC

Abstract The paper analyses both EU and Italian legislation concerning remote participation in shareholders’ meetings of public limited companies . The principal European measure in this field is the Shareholders’ Rights Directive (2007/36/EC), which, under Article 8, provides for electronic voting and remote participation in the shareholders’ meeting. However, the Directive applies exclusively to listed companies . The relevant provision under Italian law is Article 2370, paragraph 4, of the Civil Code, which has been amended also in light of the transposition of the aforementioned Directive. Italian law requires that such electronic means may be used only if expressly permitted by the articles of association , whereas the Directive leaves Member States free to avoid imposing such a condition. It should be noted that Italian legislation still includes provisions adopted during the Covid-19 pandemic, aimed at facilitating the use of technological tools in shareholders’ meetings. This paper therefore compares such emergency legislation with the corresponding provisions of the Civil Code, with a view to identifying potential efficiency gains in corporation’s life.