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03 August 2020
On 16 July 2020 Law Decree 76/2020 was enacted as part of Italy's strategy to simplify some of its bureaucratic procedures and, among other things, ease the requirements which apply to companies that wish to increase their share capital.
The law decree has introduced significant facilitative measures regarding share capital increases, including a significantly lower quorum for enacting shareholder resolutions which affect share capital increases.
The new procedures will apply until 30 April 2021.
While this new law decree already has the force of law and companies can take advantage of the measures provided therein, it must be converted into law by Parliament within 60 days, failing which it will become null and void. However, it is unlikely that Parliament will reject the new law.
The law decree was recently published in the Official Gazette (General Series 178 of 16 July 2020, Ordinary Supplement 24) under the title: "Urgent measures for simplification and digital innovation" (hence the law decree's other name – the Simplification Law Decree).
The law decree has been adopted in order to implement, among other things:
simplification measures in the field of entrepreneurial activity, the environment and the green economy, as well as in the field of public procurement and tender offers in order to face the economic consequences resulting from the epidemiological emergency from Covid-19.
Among the simplifications regarding business activities and public investments, Article 44 of the law decree introduces measures regarding capital increases which apply until 30 April 2021.
Resolutions concerning the following may be approved by shareholders with a simple majority of the shares represented at the meeting (instead of two-thirds of the voting shares as required by Articles 2368, Paragraph 2 and 2369, Paragraphs 3 and 7 of the Civil Code), provided that at least half of the share capital is represented in the shareholders' meeting:
In addition, and also until 30 April 2021, companies with shares listed on regulated markets or in multilateral trading systems can resolve share capital increases with new contributions by excluding any first refusal rights, even in the absence of an express statutory provision.
Moreover, the terms of convening a shareholders' meeting to discuss and deliberate this subject have been reduced by half.
For further information on this topic please contact Antonio Grieco at Grieco e Associati by telephone (+39 06 420 3881) or email (email@example.com). The Grieco e Associati website can be accessed at www.griecoassociati.com.
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