Società con partecipazione dello Stato o di enti pubblici. Amministratori e sindaci nominati dallo Stato o da enti pubblici

Abstract: Directors and internal auditors appointed by the State and other public entities. Comment of art. 2449 and 2450 of the Civil Code. Artt. 2449 and 2450 of the Civil Code granted to the State and other public entities the special power to appoint members of the Board of Directors and internal auditors of a company directly, i.e. without voting such appointment in the shareholders’ meeting. Further more, under art. 2449 e 2450 of the Civil Code, the public sector was empowered to appoint an undeterminate number of directors or internal auditors. Therefore, the special power granted to the public sector was not proportionate with the amount of share capital owned by the public entity entitled to the appointment. Traditionally, this special power granted by the law to the public sector was interpreted and construed as being an expression of the authoritative power of the public administrations to direct the management of the company so to pursue public interest’s goals and objectives. This work discusses and put into question the traditional opinion, proposing a different interpretation of the law in order to set more appropriately the special power of appointment granted to the State into the framework of general company law and putting into question the compatibility of the legislative provisions with the general principles governing UE law in this field.