La revoca degli amministratori di società per azioni: legittimazione, giusta causa e risarcimento del danno

The purpose of the paper is to clarify fundaments, possibilities, constraints and consequences of the power to revoke Directors of a company limited by shares.The fiduciary relationship on which the mandate is based and the qualification of revocation as retraction of the will previously expressed convince of «complementarity»between the appointment and the dismissal of the members of the Board of Directors:to reserved election corrisponds a reserved whitdrawal. The subjective separation of the right to appoint from the right to dismiss members of the Board of Directors is an exception to the principles of symmetry of competence, and therefore it must be explicitly and clearly established. The removal is always possible: the just cause constitutes only an element capable of making the society not liable for damages. According to estabilished case-law, it is possible to distinguish between ‘objective’ and ‘subjective’ causes. The final question is about who is responsible for claims for damages, where the director is revoked by individuals other than the shareholders’ meeting.The administrators undertake a commitment with the Company; therefore the Company has to pay for the possible damages they suffer.