Challenge of negative resolutions

With judgment no. 6145 of December 21, 2024, the Court of Catania, Specialized section in business matters, ruled on a case concerning the challenge of a negative resolution, confirming the established case law that recognizes its admissibility.

The case

The dispute originated from an appeal against a resolution of the quotaholders’ meeting of a limited liability company (the “Company”) that failed to approve the financial statements for the fiscal year ending December 31, 2020, following the negative vote of one of the two quotaholders, who held a 50% stake in the quota capital.

Due to the failure to approve the financial statements, the other quotaholder of the Company – who held the remaining 50% of the quota capital – challenged the resolution, alleging a conflict of interest. Therefore, he brought an action against the dissenting quotaholder and the Company, requesting that (i) it be ascertained that the negative vote of the defendant quotaholder was cast in conflict of interest, as it was aimed solely at obtaining the highest possible remuneration as Company’s medical director; (ii) such vote be excluded from the calculation of the deliberative quorum; (iii) the resolution of the Company’s quotaholders’ meeting on October 5, 2021, approving the financial statements for the year ended December 31, 2020, be declared validly adopted.

The defendant quotaholder appeared in court, contesting the existence of a conflict of interest and arguing that the negative vote was justified by an alleged irregularity in the preparation of the financial statements. Specifically, the quotaholder claimed there was an overstatement in the income statement amounting to EUR 265,390.00, due – according to his reconstruction – to the incorrect application of national regulations instead of the regional rules deemed correct regarding “one-off” reimbursements following the Covid-19 pandemic.

The decision

The Court of Catania, Specialized section in business matters, ruled on the case, reaffirming the consolidated case law that allows challenges to quotaholders’ resolutions with negative content.
In particular, the Court, referring to Supreme Court Order No. 7874/2024, noted that excluding any possibility of challenging such resolutions would lead to an evident lack of legal protection, in contrast with the constitutional principles set forth in Articles 3 and 24 of the Italian Constitution, which require equal treatment in judicial protection, regardless of the nature (positive or negative) of the resolution.

Having deemed the challenge of the negative resolution admissible, the Court examined whether a conflict of interest existed in this case on the part of the defendant quotaholder. This conflict was deemed not to exist, since (i) the plaintiff had not provided sufficient evidence to demonstrate a conflict between the defendant quotaholder and the Company’s interests, and (ii) the defendant’s negative vote was motivated by overstatement of the income statement, resulting in an overvaluation of assets by EUR 265,390.00.

Therefore, the Court held that the decision to cast a negative vote was neither unreasonable nor arbitrary, thereby confirming the validity of the challenged resolution.