La scissione tra proprietà e voto nella s.p.a.: doveri, abusi, rimedi

This study addresses the aims and the scope of application of the rule “one share-one vote” in corporate law, in particular with regard to the control enhancing mechanisms and other devices of relaxation or dissolution of the connection between capital ownership and voting rights in shareholders’ meetings. Moreover, this study focuses on statutory and contractual remedies based on “fiduciary duties” against the risk of abuses of the decision-making power, which is typical of all corporations because of the “majority rule”. This risk indeed increases whenever the voter does not bear any liability or does not fear any material prejudice because of his vote.