In Italy as in Europe, they are still missing clear and definitive rules on how to use digital technologies under the corporate meetings. This is what emerges from a Consob study on the "technological developments of company law". According to the Commission, the advent of digital technologies in company management requires "an accurate assessment of the legislation, in order to identify the rules that can best adapt to the morphological changes that digitalisation is bringing about in company dynamics, especially in terms of corporate governance".
The European directive 2019/1151 and its shortcomings
La European directive 2019/1151, implemented in Italy with Legislative Decree 183 / 21, introduced the use of digital tools and processes in company law, forcing Member States to allow the establishment of joint-stock companies entirely online and enhance the exchange of information between business registers.
However, Consob points out, the directive itself does not provide "a specific discipline relative to the conduct of the meeting according to fully virtual modes".
The emergency legislation passed by Italy
While waiting for the European legislator to fill the gap, Italy has intervened with the decree number 18 of 2020 (article 106, paragraph 2), which "allows companies, including listed ones, to provide, even in the absence of statutory provisions, electronic voting or by correspondence and participation in the meeting by means of telecommunications, with the further possibility of providing that these means are used exclusively”, underlines the Commission again.
The expiration of the rules
However, this is an emergency regulation, introduced to deal with the pandemic and therefore destined to expire: at the moment, after a series of extensions, the deadline is set at July 31th of this year. Consob therefore underlines that "a more coherent systematic placement" of the legislation on the use of digital technologies in corporate meetings is still lacking.
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