Art. 838-quater cod. proc. civ., which governs the challenge of arbitral awards in corporate disputes, does not apply where the subject-matter of the arbitral proceedings is a liability action rather than an application for the annulment of shareholders’ resolutions, given that the special provision presupposes that the arbitral award has been rendered on one of the matters specified by art. 838-bis cod. proc. civ.
The challenge of the arbitral award for breach of rules of law relating to the merits of the dispute, pursuant to art. 829 co. 3 cod. proc. civ., is admissible only where the parties have expressly so provided, or where the award is contrary to public policy; in the absence of an express stipulation, the review of the court of appeal is confined to the grounds of nullity exhaustively enumerated in art. 829 co. 1 cod. proc. civ.
The rules on the limitation of rights constitute rules of law relating to the merits of the dispute within the meaning of art. 829 co. 3 cod. proc. civ. and, accordingly, their breach by the arbitrators cannot be raised as a ground for challenge of the arbitral award in the absence of an express agreement between the parties, unless the award is contrary to public policy.
The provisions of d.lgs. 175/2016 (Consolidated text on publicly-owned companies) do not constitute rules of public policy the breach of which entitles a party to challenge the arbitral award pursuant to art. 829 co. 3 cod. proc. civ.