Listed companies and the 2023 assembly season: designated representative. What is the future after the Decree Milleproroghe 2023? From the Capital DDL a first signal.


Curated by Francesca De Giacomi

The further extension of the rules originally introduced by Decree Law 18/2020 (“Cura Italia”) sees a wide use by listed companies of the figure of the “designated representative” as the exclusive mode of intervention in the Shareholders’ Meeting; new developments coming as a result of the Capital Bill.

Decree-Law No. 198 of December 29, 2022 (so-called “Decreto Milleproroghe 2023“), converted with amendments by Law No. 14 of February 24, 2023, has lastly extended (until July 31, 2023) the term of applicability of the regime at the time provided for the holding of Shareholders’ Meetings of, among others, listed companies, by Article 106 of Decree-Law No. 18 of March 17, 2020, so-called “Cura Italia” Decree. In essence, the rules under consideration, although originally introduced to address the emergency situation caused by the spread of the Covid-19 virus, were applied for four assembly seasons: 2020, 2021, 2022 and, by virtue of the latest extension, 2023.

In the 2023 shareholders’ meeting season as well – albeit in the changed health scenario compared to the one that characterized the spring of 2020 – there is a significant adherence of listed companies to the regime inaugurated with the aforementioned Article 106 of the Decree-Law Cura Italia and, in particular, a widespread recourse to the institution of the designated representative referred to in Article 135-undecies of Legislative Decree No. 58/1998 as the exclusive mode of intervention in the shareholders’ meeting.

The motivation behind this choice can be identified in the lower organizational burdens required by this mode of holding the Shareholders’ Meeting. Suffice it to say that, with reference to the spring 2023 shareholders’ meeting season, out of a sample of No. 30 Italian-based companies listed on the FTSE-MIB index of Euronext of Borsa Italiana S.p.A., No. 24 of these (80 percent) provided for intervention and voting at the Shareholders’ Meeting exclusively through the aforementioned designated representative and, therefore, without the physical presence of shareholders.

This is a signal that calls for reflection on the current role of the Shareholders’ Meeting of listed companies and possible future scenarios, about which the legislature will also have to question itself in view of the instances emerging from practice. Many issues are at stake: among many others, the protection of minorities, the role of the shareholders’ meeting, the need for transparency and confrontation between shareholders and with corporate bodies, and the adequacy of available technologies.

Meanwhile, the Council of Ministers, at the proposal of the Minister of Economy and Finance, has approved a bill introducing interventions to support the competitiveness of capital (“DDL Capitals”); among the measures, reads the Council of Ministers Press Release, “innovative norms are introduced regarding the conduct of shareholders’ meetings of listed joint-stock companies,” including on the subject of the appointed representative.

The debate is therefore open.