An action may be brought against the members of the administrative body, on behalf of the company, by minority shareholders.
This minority action is brought by one or more shareholders who, on the day of the general meeting which voted on the discharge of the shares to which at least 10% of the
number of shares issued is attached (for public limited companies: at least 1% of the votes attached to all the shares existing on that day or who own on that same day shares representing a fraction of the capital equal to at least € 1.250.000,- ).
This action allows shareholders, even minority shareholders, to obtain compensation for damage caused by a mismanagement likely to cause damage to the company.
Have been judged as mismanagement, the fact:
- failure to record a debt from a director in the company’s current account,
- to accept and pay a debt not due by the company,
- delegate almost all management skills to a director without supervision,
- to neglect management.
The action is open only to shareholders who have refused the discharge or even to those who have voted in favour of it, provided that this discharge does not validly cover the alleged misconduct.
