According to Article 2383 of the Civil Code, the directors of joint stock companies are appointed or revoked by a shareholders' meeting decision. If the revocation is not motivated by just cause, the directors are entitled to request damages from the company, which usually correspond to compensation due to the directors up to the expiration of their mandate.
Under Italian law, the appointment of directors must not exceed three years and the expiry date must correspond to the date on which the shareholders' meeting is called for the approval of financial statements.
In a recent decision, the Supreme Court of Cassation (2037/2018) held that companies must provide evidence of just cause of a director's revocation.
Further, in a number of recent decisions (7475/2017 and 7587/2016), the Supreme Court of Cassation held that just cause is connected to a situation which takes place after a director's appointment, even if it is not caused by them, which damages trust between the director and the company.
In a recent decision, the Supreme Court of Cassation stated that the revocation of members of a controlled company's board of directors due to the transfer of the majority shareholdings to a third party does not constitute just cause for a director's revocation.(1)
Consequently, a change in control of a holding company does not breach the duty of trust between the company and its board members.
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