The annulment of a contractual arbitration (arbitrato irrituale) award for excess of jurisdiction beyond the limits of the arbitration clause, pursuant to Article 808-ter, paragraph 2, n. 1, of the Code of Civil Procedure, requires that the arbitrators have ruled on claims that exceed the objective boundaries of the arbitration agreement and that the relevant objection was raised in a timely manner during the arbitral proceedings.
In case of merger by incorporation of the company containing the arbitration clause, the incorporating company succeeds to all procedural relationships arising from arbitration already commenced, with the arbitration clause of the incorporating company applying as the sole existing legal entity, provided that the arbitration clauses are substantially equivalent.
In contractual arbitration (arbitrato irrituale), in the absence of specific procedural rules established by the arbitration clause which merely provides for majority decision with dispensation from all formalities, the arbitrators may freely determine the applicable procedure, including by conforming to the provisions of Article 35 of Legislative Decree 17 January 2003 n. 5.
The shareholder's right of withdrawal and the consequent liquidation of the shareholding relate exclusively to the relationship between shareholder and company, with matters concerning the redistribution of shareholdings and the redetermination of their value remaining outside the arbitral dispute, as these concern internal relationships between shareholders.
In limited liability companies, a statutory provision for a particularly extended duration that exceeds any foreseeable horizon renders the company equivalent to one of indefinite duration, legitimising the shareholder's right of withdrawal at any time pursuant to Article 2473 of the Civil Code.