Court of Milan, 2 June 2025, N. 4456

Disputes concerning the challenge of resolutions approving annual accounts for breach of rules ensuring their clarity and accuracy relate to non-waivable rights and therefore cannot be submitted to arbitral determination, even where a statutory arbitration clause exists. This is because the rules governing the preparation of accounts are imperative in nature and transcend the interests of individual shareholders, protecting instead the legitimate expectations of all third parties who enter into relationships with the company.