Sul riscatto nella prelazione

According to the prevailing opinion, shareholders of joint stock companies are not entitled to repurchase the shares that have been sold by another shareholder in breach of the right of first refusal set forth in the company by-laws; in this case, shareholders could only claim damages against the selling shareholder (and possibly the purchaser). This article challenges the prevailing opinion and investigates to which extent shareholders may be provided with a right to redeem back the shares that have been transferred to a purchaser in breach of a right of first refusal set forth in the company by-laws. It is also argued that, in the particular case of a breach of a right of first refusal, the company by-laws may provide the other shareholders with the power to repurchase the shares at the same terms and conditions as the ones agreed upon by the selling shareholder and the purchaser, even if the price of such redemption is lower than the fair market value of the shares that under corporate law must be paid to shareholders who must sell their redeemable shares to the company or other shareholders.