The article analyses
the ‘right to dispose of shares’ as a means for protecting minority
shareholders involved in a cross-border conversion, merger, or division
according to Directive (EU) 2019/2121 and its implementation in Italy. The
analysis is conducted with a specific focus on the rationale of the right of
withdrawal, i.e., the change of the applicable law. Furthermore, the Italian
Legislative Decree no. 19/2023 is examined with respect to the boundaries of
the Treaties and the Directive minimum harmonization approach. After a brief
historical introduction on the regulation of the right of withdrawal, the
article delves into the scope of application of the new provisions,
distinguishing the peculiarities of the three cross-border operations and, in
particular, the cases in which the shareholders do or do not undergo a change
in the applicable law. Then the methods, timing and content of the withdrawal
declaration are considered, as well as its effects such as the right to obtain
an adequate cash compensation. The aim is to assess if the implementing
legislation achieved a right balance between the minority shareholders
protection and the support for the transnational reorganization operation, in
compliance with the principle of freedom of establishment.