Corporate Law, Equity Interests, Transfer, Leonine Agreement, Court of Trieste, October 16, 2025

Leonine agreement and the Validity of a Put Option on Equity Interests

An irrevocable promise to purchase equity interests—or a put option allowing a shareholder to divest their stake under predetermined conditions—does not violate the prohibition against a *patto leonino* (leonine agreement) as set forth in Article 2265 of the Italian Civil Code, provided that such an arrangement is part of a broader equity-based financing transaction aimed at pursuing interests worthy of legal protection under Article 1322 of the Italian Civil Code.

Indeed, the transaction involving the transfer of an equity interest is distinct from the underlying company agreement (articles of association/shareholders’ agreement). This is true both objectively—as it does not govern the joint pursuit of an economic activity—and subjectively, in cases where the transfer occurs between an existing shareholder and a third party who only acquires the status of a shareholder as a result of the transfer itself.

13/11/2026

Cristina Scorza

Source Giurisprudenza delle imprese