Portale di Ateneo - En.Unibs.it

LEGISLATIVE DECREE No. 58 OF 24 FEBRUARY 1998 Consolidated Law on Finance

Chapter II – Central depository system regulations
Section I – Central depository system for dematerialisation
Article 83-bis - Scope of application
Article 83-ter - Issue of financial instruments
Article 83-quater - Central depository and intermediary duties
Article 83-quinquies - Rights of the account holder
Article 83-sexies - Right to attend shareholders’ meetings and the exercise of voting rights
Article 83-septies - Opposable exceptions
Article 83-octies - Establishing restrictions
Article 83-novies - Duties of the intermediary
Article 83-decies - Intermediary liability
Article 83-undecies - Issuer obligations
Article 83-duodecies - Shareholder identification
Article 83-terdecies - Payment of dividends
Section I - Public offering of EU financial instruments and financial products other than open-end UCITS units or shares
Article 94 - Obligations of offerors
Article 94-bis - Approval of the prospectus
Article 95 - Implementing provisions
Article 95-bis - Cancellation of a purchase or subscription
Article 96 - Issuer financial statements
Article 97 - Information requirements
Article 98 - Recognition of prospectuses
Article 98-bis - Issuers from non-EU countries
Section II - Public offering of open-end UCITS units or shares
Article 98-ter - Document containing key information for investors and prospectus
Chapter II - Listed companies
Article 119 - Scope
Section I - Ownership structures
Article 120 - Notification requirements for major holdings
Article 121 - Rules governing cross-holdings
Article 122 - Shareholders' agreements
Article 123 - Duration of agreements and right of withdrawal
Article 123-bis - Report on corporate governance and ownership structures
Article 123-ter Report on remuneration
Article 124 - Provisions not applicable
Section II – Shareholder rights
Article 127 - Postal or electronic voting
Article 127-ter - Right to ask questions prior to the shareholders' meeting
Article 127-quinquies - Increased voting rights
Article 127-sexies - Multiple-voting shares
Section III – Solicitation of proxies
Article 136 - Definitions
Article 137 - General provisions
Article 138 - Solicitation
Article 139 - Requirements for promoters (repealed)
Article 140 - Persons authorized to engage in solicitation (repealed)
Article 141 - Shareholders' associations
Article 142 - Proxies
Article 143 - Liability
Article 144 - Performance of solicitations and collections of proxies
Section IV - Savings shares and other classes of shares
Article 145 - Issue of shares
Article 146 - Special shareholders' meetings
Article 147 - Common representatives
Article 147-bis - Meetings of classes of investors
Section IV-bis – Administration bodies
Article 147-ter - Election and composition of the board of directors
Article 147-quater - Composition of the management board
Article 147-quinquies - Integrity requirements
Section V - Internal control bodies
Article 148 - Composition
Article 148-bis - Limits on the cumulation of positions
Article 149 - Duties
Article 150 - Information requirements
Article 151 - Powers
Article 151-bis - Powers of the supervisory board
Article 151-ter - Powers of the management control committee
Article 152 - Reports to the courts
Article 153 - Obligation to report to the shareholders' meeting

Appointment and removal of directors
The general duties
Duty to act within powers
Duty to promote the success of the company
Duty to exercise independent judgment
Duty to exercise reasonable care, skill and diligence
Duty to avoid conflicts of interest

Declaration of interest in existing transaction or arrangement182.Declaration of interest in existing transaction or arrangement
Offence of failure to declare interest
Declaration made by notice in writing
General notice treated as sufficient declaration
Declaration of interest in case of company with sole director
Declaration of interest in existing transaction by shadow director

Directors' liabilities
Meaning of “director” and “shadow director”