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Which type of shares may grant voting rights limited to specific matters in not listed companies?
Which type of shares may grant voting rights limited to specific matters in not listed companies?
What is the maximum number of votes that shares can carry in not listed companies?
What is the maximum number of votes that shares can carry in not listed companies?
What principle allows for different voting rights among shares?
What principle allows for different voting rights among shares?
Which type of shares carries rights of preference in the distribution of profits?
Which type of shares carries rights of preference in the distribution of profits?
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Under what conditions can Italian companies issue shares without voting rights?
Under what conditions can Italian companies issue shares without voting rights?
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What is required for a transfer of shares to be effective for the shareholder?
What is required for a transfer of shares to be effective for the shareholder?
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Which step is NOT involved in the process of a girata?
Which step is NOT involved in the process of a girata?
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What happens if shares paid for with contributions other than money are transferred without the necessary valuation?
What happens if shares paid for with contributions other than money are transferred without the necessary valuation?
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In the case of a breach regarding the subscription of own shares, who is responsible for paying up the shares?
In the case of a breach regarding the subscription of own shares, who is responsible for paying up the shares?
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Which condition must be met for a company to purchase its own shares legally?
Which condition must be met for a company to purchase its own shares legally?
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Study Notes
Contributions of Assets in Kind or Credits
- Italian Company Law requires a valuation report by an expert.
- Directors must check the report.
- Possible discrepancies in valuation have remedies.
- Contributions without valuation have specific cases.
- Certain transactions may have time limits and excluded operations.
- Liability implications for contributions.
Shares
- Shares represent ownership portions in companies limited by shares (also in s.a.p.a.).
- The sum of shares equals the company's share capital.
- Each share has equal value, reflecting a portion of nominal share capital.
- Shareholders' proportional ownership is tied to their contributions.
- Shares have consistent values, grant the same rights, and are indivisible.
- Shares freely circulate on a certificate-holder basis.
- Nominal value is the value recorded in euros for each share.
- Shares can be issued without nominal value.
Rights of Shareholders
- Shareholder rights can be categorized subjectively in four ways:
- Rights independent of the number of shares held.
- Rights needing a certain percentage of share capital.
- Rights needing a specified holding period.
- Rights proportional to the number of shares held.
- Ordinary shares have standard rights under law.
- Special shares can be created by statute or later amendments.
- Creation of special categories changes company organization.
- If there are special categories, resolutions affecting those categories need special approval.
- Some special categories are determined by law.
- Others have the company's wide autonomy with legal restrictions.
- All shares in a category must hold the same rights.
- Special share categories and voting rights.
- The principle of "one share, one vote" is often the default, but can be modified by charter.
- Shares without voting rights are possible.
- Voting rights linked to a specific matter, or an event, can exist (limited to 10 votes in certain cases).
- Value of voting shares not exceeding 50% of total share capital is often a limit.
- Voting rights can have limits based on a voting scale, related to shares held.
- Shares granting multiple votes may exist, but for certain circumstances are limited.
- Special shares related to assets
- Shares grant a part of the profits (and liquidation)
- Preferred shares have preference in profit distribution.
- Deferred shares are last in line for losses.
- For listed companies, dividends can be increased.
- Tracking shares are connected to a business sector's performance.
- Savings shares in certain companies
- Issued without voting rights, with specific conditions.
- Related rights in case of trading exclusions.
- Also available are workers' shares, dividend-bearing shares, and shares tied to additional obligations.
Circulation of Shares
- Shareholdings can be represented by share certificates (art. 2346, par. 1, c.c).
- Rules for transfers differ based on whether certificates exist.
- Open company structures have different rules than listed companies.
- If certificates aren't used, transfer rules from the contract are used (art. 1406 et seq., c.c.).
- Transfer of listed shares uses an electronic system that records transactions.
- Transactions in the name of buyer and seller by financial intermediaries.
Restrictions to Share Transfers
- Legal restrictions often relate to the valuation of contributions.
- Share valuation must be reviewed by directors before transfer.
- Shares with special or ancillary services might need board approval.
- Restrictions as laid out in articles of association
- Clauses that ban transfers or have time limits.
- Pre-emption clauses allow existing holders to buy shares first.
- Acceptance clauses.
- Redemption clauses
- Restrictions from shareholders' agreements (blocking syndicates)
- Separate rules for registered companies (not bearing share certificates).
Company Transactions Involving Own Shares
- Subscription of own shares are not permitted except for certain very specific reasons.
- Effects from violations of constraints on share acquisition.
- Detailed rules and procedures for purchasing existing shares.
- Rules about circumstances when own shares can be bought or sold.
Share Certificates
- Share certificates are records showing share ownership.
- They are essentially securities in contract form (titoli causali), connected to contractual agreements.
- Rights and responsibilities extend beyond those directly noted on the document.
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Description
Explore the intricacies of Italian Company Law regarding contributions of assets in kind and credits. This quiz covers the valuation reports, the rights of shareholders, and the nature of shares in limited companies. Test your knowledge on ownership, liabilities, and regulations governing share capital and contributions.
