Convocazione tempestiva dell'assemblea su richiesta dei soci e poteri del collegio sindacale ex art. 2406 c.c.

The ruling of the Court of Milan addresses whether the board of statutory auditors of a corporation may call the shareholders’ meeting on its own initiative, in a case where the board of directors, upon shareholders’ request, resolved to convene the general meeting, setting the meeting date at a significantly delayed time. The decision ultimately allows for the exercise of the power laid down in Article 2406(2) of the Italian Civil Code. The comment aims to discuss the court’s conclusions, by proposing a more rigorous and analytical reconstruction of its reasoning and advancing broader reflections on the allocation of powers among corporate bodies in the context of shareholders’ meeting procedure.