With regard to the challenge of an arbitral award, in order to identify the applicable regime for challenge, reference must be made to the time when the arbitration clause was approved, subsequent statutory amendments that did not affect the clause itself being irrelevant. It follows that, where the arbitration clause was approved prior to the entry into force of Legislative Decree No. 40/2006, the previous legislation applies, with the possibility of also asserting violation of rules of law.
An action aimed at ascertaining the actual content of a shareholders' resolution and the resulting extent of shareholdings, without requiring any modification of the resolution itself, is of a purely declaratory nature and, as such, is not subject to limitation. The shareholders who bring it have standing to sue in that, following the ascertainment, they may exercise their corporate rights in accordance with the content actually resolved.
The challenge of an arbitral award for violation of rules of law pursuant to Article 829 of the Code of Civil Procedure does not allow objections concerning the arbitrators' assessment of the evidence or issues directly relating to the merits of the dispute to be raised. A claim of nullity of the award for failure to observe rules of law in iudicando must be anchored to the facts as found by the arbitrators and requires the express allegation of the incorrectness of the rule of law applied in relation to those facts, it not being possible to advance it in connection with the mere assertion of gaps in the investigation, in the reasoning or of incorrect appraisal of the evidentiary findings.
The nullity of an award for contradiction provided for by Article 829, No. 11, of the Code of Civil Procedure requires that the contradiction emerge between the different components of the operative part or between the reasoning and the operative part, or that it take the form of a contradiction between parts of the reasoning of such gravity as to render reconstruction of the ratio decidendi impossible, resulting in substantial absence of the reasoning itself. That provision does not allow any defects relating to the reasoning by reason of contradiction, insufficiency or illogicality to be raised.
The assessment of the costs and fees of the arbitrators, made directly by the latter in the award, is in the nature of a mere contractual proposal which becomes binding only if accepted by all parties to the arbitral proceedings. It follows that a party who does not accept that proposal lacks standing to challenge the relevant part of the award, the determination not being binding in the absence of acceptance by all of the parties to the dispute.