Court of Milano, judgment of 29 July 2026, No. 6398

Challenges to resolutions approving the annual accounts based on infringement of the principles of clarity, truthfulness and fairness of the accounting document concern interests which go beyond the parties' power of disposal, since the accounts are also intended to protect the company's creditors and, more generally, third parties dealing with the company; the related disputes therefore concern rights of which the parties may not dispose and cannot be referred to the cognizance of arbitrators.
A dispute challenging a shareholders' resolution on the ground that items in the accounts are untrue and that the company's financial and economic position is consequently misrepresented concerns matters removed from the parties' power of disposal and does not fall within the objective scope of the arbitration clause in the articles of association.