Court of Venice, decree of 4 September 2026 (R.G. 00003540/2026)

In proceedings, including arbitral proceedings, for the challenge of shareholders' resolutions there is no inherent conflict of interest between the company and the director who represents it such as to require in every case the appointment of a special representative (curatore speciale) under art. 78 cod. proc. civ., the conflict not being capable of being inferred from the mere fact that the resolution challenged concerns matters falling within the remit of the management body.
A conflict of interest making it appropriate to appoint a special representative, so that the company may be represented in the arbitral proceedings, exists where the arbitration concerns the challenge of the shareholders' resolution also in so far as it appointed the director called upon to represent the company.