Il controllo di meritevolezza sugli statuti di società

This study assumes the inadequacy of merely verifying the legal compliance of theorganisational rules established in the articles of association when defining the shareholders’power to establish the same and attempts to identify more suitable ways of verifyingthese in relation to the matter in hand and level of significance, within the Italian legalsystem, in particular in cases where clauses that appear legal in the abstract form insteadpursue unlawful purposes when implemented. The Author proposes reconsidering theworthiness control pursuant to Article 1322 of the Italian Civil Code which is potentiallya better technique, capable of evaluating, within the articles of association, the “coherence”of a single clause with the other clauses, comparing the interests pursued by oneclause with the relevant interests in the company’s legal system and, finally, failing to applya clause that may appear valid but instead pursues unlawful purposes when implemented.Examples involving the directors of joint-stock companies are provided to support theAuthor’s theory.