L’ammissibilità della previsione statutaria del diritto di recesso ad nutum da s.p.a. a tempo determinato

Under article 2437, para 4, of the Italian Civil Code, the charter of a closely held corporation can provide for cases of withdrawal right beyond those established by law. The Supreme Court holds that this possibility also encompasses the at-will withdrawal, despite the different opinions of the majority of scholars and some case law, mostly concerned about the financial implications of such an exit right. The solution adopted by the Supreme Court roots in the evolution of the withdrawal right regulation, tending to grant such a right not only when the minority shareholder dissents from a resolution, but also in cases in which a wider interest to disinvest deserves protection.