Converting an ordinary corporation or an ordinary LLC to a benefit company (and terminating the benefit status) can trigger dissenters’ rights under the articles 2437 and 2473 of the Civil Code. The paper aims at clarifying when those provisions are applicable in this case, as well as how the dissenters’ rights regu-lation can affect the benefit company during its life. In general terms, LLCs, which are the legal entity more frequently adopted by benefit companies in Italy, are more affected than corporations from dis-senters’ rights, both when converting the company in a benefit company and during its life.
Società benefit e dissenso endosocietario
Paolo Butturini
2023-01-01
Abstract
Converting an ordinary corporation or an ordinary LLC to a benefit company (and terminating the benefit status) can trigger dissenters’ rights under the articles 2437 and 2473 of the Civil Code. The paper aims at clarifying when those provisions are applicable in this case, as well as how the dissenters’ rights regu-lation can affect the benefit company during its life. In general terms, LLCs, which are the legal entity more frequently adopted by benefit companies in Italy, are more affected than corporations from dis-senters’ rights, both when converting the company in a benefit company and during its life.
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