Court of Venezia, judgment of 22 June 2026, No. 14072

An arbitration clause in a company's articles of association which refers to arbitration disputes between shareholders and the company, as well s disputes brought by or against directors, concerning waivable rights relating to the corporate relationship, is valid pursuant to the current art. 838 bis para. 2 cod. proc. civ., provided that the appointment of arbitrators is entrusted to a third party.
Pursuant to art. 808 quater cod. proc. civ., in case of doubt the scope of an arbitration agreement is to be construed broadly, so that arbitral jurisdiction extends to all disputes arising out of the contract or relationship to which the agreement refers; it is therefore not necessary for the specific action to be expressly mentioned in the clause.
The derivative action brought by a shareholder pursuant to art. 2476 para. 3 cod. civ. falls within the scope of the arbitration clause in the articles of association covering disputes between directors and the company concerning waivable rights relating to the corporate relationship, since the rights exercised by the shareholder are rights of the company against its director; the fact that it is the shareholder who brings the action, by virtue of an extraordinary standing to sue, does not alter the substantive legal relationship at issue.
A director's subjection to the arbitration clause in the articles of association derives from the acceptance of the office; cessation from office does not alter the basis or conditions of the action, with the result that arbitral jurisdiction persists after cessation.
The availability of the rights at issue in a claim for damages is not excluded by the criminal relevance of the conduct on which the claim is founded; the criminal character of the wrong does not affect the availability of the right to compensation in civil proceedings.
An objection of arbitration agreement, which the law characterises as an objection of lack of jurisdiction pursuant to arts. 819 ter and 819 quater cod. proc. civ., entails the removal of the dispute from the circuit of State courts and must be decided by judgment.