Therefore, a shareholder who has pronounced withdrawal remains the owner of the shareholding in the share capital and the rights attached to it until the company liquidates his shareholding. The shareholder who has withdrawn during the withdrawal proceedings is able to legitimately exercise the right to vote at the shareholders’ meeting, although in a weakened form. From this perspective, it is believed that withdrawal does not prevent the shareholder from exercising those rights closely related to the right to liquidation of the share and instrumental to safeguarding the integrity of the company’s assets, such as - for the purposes relevant here - the exercise of liability action against the managing directors. The Court of Milan therefore maintains the orientation already expressed in decision No. 4949 of 4/5/2017. This orientation, although prevailing, is not undisputed, as other judges of merit follow an interpretation according to which the withdrawal becomes effective upon receipt of the notice of withdrawal (in this sense the Court of Verona and the Court of Naples).

Italian law expressly provides, unlike German law, for a shareholder’s right of withdrawal in the case of a company entered into for an indefinite period of time as well as for certain cases (Art. 2473 Italian Civil Code). In the German GmbH, unless expressly provided for in the articles of association, the shareholder may withdraw only for serious reasons.