An arbitration clause contained in a share transfer agreement, which refers to arbitrators disputes between shareholders or between shareholders and the company relating to the interpretation and performance of the agreement, encompasses within its scope of application also claims for payment of profits due to the transferee shareholder, insofar as they relate to the performance of the contract which governed the latter’s entry into the corporate structure.
The presence of an arbitration clause does not preclude the creditor from requesting and obtaining from the ordinary court an injunction order for the credit arising from the contract; however, where the respondent raises the objection of arbitral jurisdiction in opposition proceedings, the court hearing the opposition must revoke the injunction order and refer the parties to the arbitral tribunal.
A statutory arbitration clause which confers the power to appoint arbitrators on a person external to the company is valid and effective pursuant to Article 34 of Legislative Decree No. 5/2003, where it concerns available rights relating to the corporate relationship for which the mandatory participation of the public prosecutor is not required.