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Court of Venice, order of 19 November 2025

An arbitration clause contained in the articles of association which refers to arbitrators disputes between shareholders and the company concerning available rights relating to the corporate relationship does not extend to non-contentious proceedings, such as the appointment of an expert to value the shareholding of a withdrawing shareholder pursuant to Article 2473 of the Civil Code. Such proceedings are not adversarial in nature, as the relevant order has no autonomous decision-making effect and is solely designed to facilitate and complete the agreement between the company and the withdrawing shareholder on the liquidation of the shareholding, without resolving any conflict between opposing parties. It follows that the ordinary court has mandatory jurisdiction.

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