Corporate & Commercial – January 2018
In the present issue of the Corporate&Commercial Department’s Newsletter we analyze the main innovations concerning the matter of whistleblowing contained in Law no. 179/2017, entitled “Provisions for the protection of persons disclosing crimes or irregularities that they witnessed as part of a public or private working relationship”. The Law, in addition to amending the rules on the subject in the public sector, introduces for the first time in Italy a specific regulation on whistleblowing in the private sector.
We also deal with some applications and problems related to the so-called drag along clauses in light of Maxim H.I.19 of the Board of Notaries of Triveneto, which examined, in particular, the insertion of such clauses within the by-laws.
Finally, we analyze the content of two decisions concerning corporate bodies.
On the one hand, the Court of Cassation has examined the issue concerning the effects of the resignation of statutory auditors in joint-stock companies and the analogical applicability of the so-called prorogatio regime, expressly established by the Italian Civil Code only with reference to the managing body.
On the other hand, the Court of Milan has dealt with the issue related to the scope of the “simul stabunt simul cadent” clauses, in order to avoid situations of abuse of rights.