Il controllo giudiziario

This article offers a comprehensive analysis of judicial control over the management of capital companies under Article 2409 of the Italian Civil Code, examining its role within the broader system of corporate governance and internal controls. The study reconstructs the historical evolution of the remedy, from its origins in the Italian Commercial Code of 1882 to the reforms introduced by the Consolidated Financial Act, the 2003 corporate law reform, and the 2019 Insolvency and Crisis Code. Particular attention is devoted to the relationship between Article 2409 and the provisions governing listed companies, limited liability companies, partnerships limited by shares, and cooperative societies. The article investigates the standing requirements for bringing a petition before the court, the notion of “serious irregularities in management”, the interaction between judicial control and corporate bodies, and the procedural remedies available to the court. Special emphasis is placed on the reintroduction of judicial control in limited liability companies and on the coordination between Article 2409 and the modern framework of corporate monitoring and crisis prevention. The paper argues that judicial control continues to represent a fundamental safeguard within corporate law, operating as an extraordinary mechanism aimed at preventing harm to the company and ensuring the proper administration of corporate affairs.