"Trasformazione" in società benefit e diritto di recesso

In Italian Company Law, the exit strategies available for minority share holders can be found in two fundamental rights: the right to withdraw from the company and the sell-out right (the last one granted only to minority shareholders of listed companies). In particular, art. 2437 of the Italian Civil Code, which applies to listed and non-listed companies, now provides right to withdraw shareholders who have not taken part to resolutions relating to, inter alia, a change of the clause regarding the corporate purpose, when it permits a significant change of the company’s business or a conversion of the company. However, the right of withdrawal may in some cases represent a serious obstacle and deterrent to the transformation of the company into the new model of benefit company envisaged by Law n. 208 of 2015. In order to achieve the purpose intended by the Legislator, the possibility of exercising the right of withdrawal must obviously be understood in a restrictive sense, only if the previous activity carried out by the company is found to be incompatible with the new purposes for benefits introduced in the corporate by-laws.