L'invalidità della deliberazione negativa e la tutela del socio

The purpose of this work is to outline which actions can be brought by the shareholders in the event of an invalid “negative” shareholders’ meeting resolution. Given the application of the rules governing the invalidity of shareholders' meeting resolutions, the research aims at understanding whether the protection of private autonomy prevents the exercise of a judicial substitutive power a priori, or whether the impairment of the shareholders’ discretion should be verified on a case-by-case basis, by reference on the content of the rejected proposal or on the characteristics of the negative resolution. Finally, in case the judicial substitutive power can’t be exercised, the question arises whether the conforming effect of the annulment judgement can lead to the subsequent approval by the shareholders' meeting of the proposal originally rejected.