La scissione estrema tra poteri di veto e disinvestimento

This article addresses the issues raised by non-proportional de-mergers of joint stock companies splitting up shareholders into different beneficiary entities. A discussion is engaged as to whether such de-mergers must be approved with the unanimous consent of all shareholders or may also be approved by shareholders’ majority required to resolve on by-laws amendments. In the latter case, minority shareholders not concurring with the resolution would be entitled to withdraw from the company. In this framework, an analysis is developed to show how Italian corporate law has increasingly replaced an approach on minorities’ protection based on the assignment of individual rights and veto powers, with a different regime founded on the majority rule and the assignment of exit rights to minorities. Finally, the article focuses on possible reasons underlying the Italian corporate rule requiring the unanimous consent of all shareholders for approval of asymmetrical demergers (pursuant to which shareholders are assigned shares of the demerged company in lieu of the shares of the beneficiary entities).