The prohibition in principle, the exceptions, the procedure and conditions for entering into business agreements between the SA and the related parties are regulated in the law on SAs (art. 99-101 of Law 4548\/2018).<\/p>\n
The relevant arrangements concern the conclusion of any contract of the company with members of the Board of Directors and related parties. Also, the provision by the SA of insurance and guarantees to third parties in favor of these persons. For these, as a basic rule, their prohibition is established – with the exception of compliance with the prescribed intra-company mechanisms for giving permission (art. 100) and disclosure (art. 101). If they are not observed, the conclusion of said transactions is invalid. There are, however, some exceptions, for which see our next article.<\/p>\n
The above provisions (transposition into Greek law of Directives 2007\/36\/EC and 2017\/828\/EU, especially with regard to listed SAs) constitute the current, single (as will be analyzed below) regulatory regime of the aforementioned extremely precarious contractual relationships.<\/p>\n
The special and complex nature of the above transactions is obvious. The risks for the SA and the minority shareholders are obvious. These are transactions that create a significant risk for the creation of cases of conflict of interest; which may end up serving the personal interests of the related parties only; in serving selfish pursuits at the expense of the SA and, in particular, of the minority shareholders. The need to protect the SA and the latter seems, obviously, imperative.<\/p>\n
<\/p>\n
Special Provisions<\/strong><\/h2>\nThe above (general) regulatory framework must be examined in relation to any more specific provisions.<\/p>\n
The transactions, e.g., of credit or financial institutions with persons who are in a special relationship with them are governed, in principle, by the special provisions of the financial legislation (if any) (art. 99 \u00a7 1 para. a’). By virtue of the latter, therefore, the relevant issues will be regulated (e.g. criteria for the existence, or not, of a special relationship).<\/p>\n
In addition, the permissibility (or not) of the provision of financial assistance (: provision of credits or guarantees) on behalf of the company to third parties in favor of the members of the Board of Directors for the acquisition of its shares will be judged, exclusively, from the point of view of the relevant, special, regulation (no. 51 \u00a73).<\/p>\n
It should be noted here that, in general, it is prohibited for the representative to enter into contracts with themselves – in the name, however, of the represented (235 Civil Code). In this category it would be possible to include the contracts of the members of the Board of Directors with the SA. However, the above-mentioned provisions of the law on SAs (art. 99 et seq.) eliminate this prohibition. And this is because the case of conflict of interests, within the framework of the SA, is treated with, at the least, satisfactory (intra-company) guarantees.<\/p>\n
It is noted, finally, that a transaction, even valid in light of the aforementioned provisions (art. 99-101), may conflict with other (prohibitive) rules. Especially if it constitutes a case of covert distribution of corporate property, whenever the more specific regulations apply (art. 22 \u00a7 2 & art. 159).<\/p>\n
<\/p>\n
Subjective Field of Application<\/strong><\/h2>\nThe Contracting SA<\/strong><\/h3>\nThe regulations and prohibitions of the law on SAs of EU origin (art. 99 et seq.) cover all SAs with their registered office in Greek territory. The actual seat of the SA, the actual, i.e., place of exercise of its administration, is not relevant for the determination of the applicable law.<\/p>\n
Furthermore, with regard to the application of the aforementioned provisions (art. 99 et seq.), it is of interest whether it is a listed or non-listed SA. The Greek legislator, exceeding the scope of application of the relevant EU Directive, included in its regulatory scope (also) non-listed SAs. Also, SAs whose shares are traded in a multilateral trading mechanism (“other companies”, art. 99 \u00a72 para. b’, in contrast to the companies with “listed shares” of para. a’). Depending on whether they are listed or not, the subjective scope and the procedure for granting the relevant permission differ.<\/p>\n
It is also of interest if the company with its registered office in Greece is part of an international business group, in which case it may trade with other companies of the group based abroad. In the case of the above intra-group transactions, it is argued, in principle-as a general rule, that the corporate laws of both contracting parties apply.<\/p>\n
Naturally, it is assumed that the SA exists. Transactions, during the stage of its establishment, are governed by a special regulation (art. 10 \u00a71-167\/1985 Supreme Court, 1790\/2002 Court of Appeal of Thessaloniki, both in NOMOS Legal Database).<\/p>\n
The Related Parties<\/strong><\/h3>\nThe aforementioned prohibition of contracts and transactions with the SA (no. 99 \u00a71) concerns, according to what was already mentioned, the related parties. Particularly:<\/p>\n
As For The Listed SAs<\/u><\/p>\n
As for listed companies, the persons associated with them are defined based on the International Accounting Standards 24 and 27 (art. 99 \u00a72 para. a’). This legislative option is, however, assessed as unfortunate: The IAS in question may be changed\/repealed. Also, the concept of related parties is also covered by other IAS\/IFRS. It is more correct, in this regard, to determine the critical relationships and the essential criteria for defining the concept considered here based on the current IAS\/IFRS within the EU.<\/p>\n
IAS 24 contains a detailed, exclusive list of natural persons and other “entities” that are considered related parties.<\/p>\n
Related parties include those persons (natural or legal) who exercise significant control and influence over the company. The same as those charged with critical administrative tasks (including senior management). Also, their immediate family members and companies in which they have an interest.<\/p>\n
Finally, in the light of capital market law, it is not excluded that the transactions between the listed companies and the aforementioned persons are also covered by market abuse legislation.<\/p>\n
As For The Non-listed SAs<\/u><\/p>\n
As for non-listed SAs, the persons defined as related parties are (art. 99 \u00a72 para. b):<\/p>\n
(a) The members of the Board of Directors: <\/strong>They are covered by the regulation, regardless of the way (and any <\/strong><\/a>defects<\/strong><\/a>) <\/strong><\/a>of their election<\/strong><\/a> or <\/a>appointment<\/strong><\/a>. <\/strong><\/a>And so do the substitute <\/strong><\/a>members <\/u><\/strong>(art. 87) and the members of the <\/strong><\/a>executive <\/strong><\/a>committee<\/strong><\/a>. <\/strong><\/a>Liquidators are also under the regulation (art. 167 \u00a75).<\/p>\nThey should, in principle, have this specific status at the time of drawing up the disputed transaction with the company (506\/2000 Single Member Court of First Instance of Larissa, NOMOS Legal Database). A broad interpretation of this matter is advocated, however, in order to avoid circumvention. Such may be the case in which the transactions are attempted in person, immediately before the assumption of the administrative role. Similarly, after the resignation of the specific member from the Board of Directors just preceded. Especially in cases when the position is retaken by the same person.<\/p>\n
(b) Persons controlling the SA: <\/strong>To clarify the concept of control, the relevant provision (of art. 99) refers, in this case, to the case law of article 32 of Law 4308\/2014. Among the persons who exercise dominant influence or control over the company, are included: the shareholder who gathers the majority of voting rights in the General Assembly (art. 32 \u00a72 par. a’). Also, the shareholder, who has the right to appoint and\/or dismiss the majority of the members of the Board of Directors (art. 32 \u00a72 para. b’).<\/p>\n(c) The close family members of the members of the Board of Directors or the persons who control the SA: <\/strong>Close family members are defined as those listed in Appendix A of Law 4308\/2014. This is, in particular, about: the spouse (not divorced) or partner with whom a member of the Board of Directors or the person who controls the SA lives. Also, the dependent persons, including relatives (ascendants and descendants), to the member of the Board of Directors or the person who controls the SA, his\/her spouse or partner with whom they live together.<\/p>\n(d) The controlled legal entities: <\/strong>These are the companies (of any legal form), which are controlled, in any way, by members of the Board of Directors or persons who control the contracting SA, as well as their close family members.<\/p>\nPossibility of Statutory Expansion<\/u><\/p>\n
It is also possible for persons, to whom the application of articles 99-101 has been extended by statutory provision (art. 99 \u00a72 para. c’), to also fall under the subjective field of application of article 99.<\/p>\n
Such persons may, in particular, be, for non-listed companies (because for listed companies they are, in any case under IAS 24), the general managers or directors of the SA. As long as, of course, they are not connected to the SA with an organic relationship, in which case they would be fall under the regulation of article 99 as substitute bodies (265\/2020 Single Member Court of Giannina, NOMOS Legal Database).<\/p>\n
It is also possible to extend the application of Article 99 to employees of the SA in general. Even to minority shareholders or subsidiaries.<\/p>\n
<\/p>\n
Objective<\/strong> Field<\/strong> of<\/strong> Application<\/strong><\/h2>\nIn principle, all the (alternatively referred to as) “transactions” or “contracts” of the SA with the above related persons are subject to the provisions of articles 99 et seq. In particular, with the new regulation, there is no longer a distinction between loan and credit contracts, on the one hand, and “other contracts” on the other, but all contracts fall under a single regime, as mandated by the EU Directive (see related, Explanatory Report of Law 4548\/2018 on Article 99).<\/p>\n
The current provision covers, that is, every legal transaction, either it creates an obligation for both or just one of the contracting parties (ind.: sale, lease, donation, loan). Provided that a supply relationship develops between the company and the related party. Consequently, the scope of articles 99 et seq. includes any tort (and not the, created later in time right in rem, as long as the formalities for the tort have been observed), as the preeminent one establishing obligations.<\/p>\n
As there is no relevant, explicit, distinction (and for reasons of legal certainty) the beneficial – at the discretion of the Board – transactions for the company are also included. The (unweighted and uncontrollable) factor of expediency cannot, therefore, function as a guarantee for the defense of corporate interests (248\/1998 Supreme Court, 465\/2011 Court of Appeal of Larissa, 9135\/2005 Court of Appeal of Athens, all in NOMOS Legal Database). The same goes for corporate actions that have the nature of a contract (e.g. establishment of a company by the SA and a related party).<\/p>\n
The above cases (and regulatory framework) do not include unilateral declarations of intent (such as the termination of, e.g., an employment contract). The same applies to any failure to draw up a contract.<\/p>\n
The following is also clarified: any contracts of the SA with third parties in favor of related parties (such as, for example, the leasing of a property by the SA and granting it as a residence to a member of the Board of Directors) can, in principle, only be evaluated in the light of the fee (art. 109). It is another matter, however, if the third-party lessor acted as a surrogate for the specific-beneficiary manager (6\/2016 Multimember Court of First Instance of Mesologi, NOMOS Legal Database).<\/p>\n
<\/p>\n
Managers (BoD members and substitute bodies) and majority shareholders often (but wrongly) identify their personal interest with that of the SA. The property of the latter with theirs. In order to safeguard the interests of the SA and, in particular, of the minority shareholders, the law defines as, in principle, the conclusion of contracts and carrying out transactions of the SA with members of the Board of Directors and related persons (ind.: close members of their family and their companies). However, transactions of this nature are sometimes useful for the SA, sometimes necessary and, not infrequently, imperative. This general rule therefore needs significant exceptions. About them, however, see our next article.-<\/p>\n
![\"\"](\"https:\/\/koumentakislaw.gr\/wp-content\/uploads\/2020\/09\/11.9.20-003-cropped-150x150.jpg\")
<\/p>\n
The Contracting SA<\/strong><\/h3>\nThe regulations and prohibitions of the law on SAs of EU origin (art. 99 et seq.) cover all SAs with their registered office in Greek territory. The actual seat of the SA, the actual, i.e., place of exercise of its administration, is not relevant for the determination of the applicable law.<\/p>\n
Furthermore, with regard to the application of the aforementioned provisions (art. 99 et seq.), it is of interest whether it is a listed or non-listed SA. The Greek legislator, exceeding the scope of application of the relevant EU Directive, included in its regulatory scope (also) non-listed SAs. Also, SAs whose shares are traded in a multilateral trading mechanism (“other companies”, art. 99 \u00a72 para. b’, in contrast to the companies with “listed shares” of para. a’). Depending on whether they are listed or not, the subjective scope and the procedure for granting the relevant permission differ.<\/p>\n
It is also of interest if the company with its registered office in Greece is part of an international business group, in which case it may trade with other companies of the group based abroad. In the case of the above intra-group transactions, it is argued, in principle-as a general rule, that the corporate laws of both contracting parties apply.<\/p>\n
Naturally, it is assumed that the SA exists. Transactions, during the stage of its establishment, are governed by a special regulation (art. 10 \u00a71-167\/1985 Supreme Court, 1790\/2002 Court of Appeal of Thessaloniki, both in NOMOS Legal Database).<\/p>\n
The Related Parties<\/strong><\/h3>\nThe aforementioned prohibition of contracts and transactions with the SA (no. 99 \u00a71) concerns, according to what was already mentioned, the related parties. Particularly:<\/p>\n
As For The Listed SAs<\/u><\/p>\n
As for listed companies, the persons associated with them are defined based on the International Accounting Standards 24 and 27 (art. 99 \u00a72 para. a’). This legislative option is, however, assessed as unfortunate: The IAS in question may be changed\/repealed. Also, the concept of related parties is also covered by other IAS\/IFRS. It is more correct, in this regard, to determine the critical relationships and the essential criteria for defining the concept considered here based on the current IAS\/IFRS within the EU.<\/p>\n
IAS 24 contains a detailed, exclusive list of natural persons and other “entities” that are considered related parties.<\/p>\n
Related parties include those persons (natural or legal) who exercise significant control and influence over the company. The same as those charged with critical administrative tasks (including senior management). Also, their immediate family members and companies in which they have an interest.<\/p>\n
Finally, in the light of capital market law, it is not excluded that the transactions between the listed companies and the aforementioned persons are also covered by market abuse legislation.<\/p>\n
As For The Non-listed SAs<\/u><\/p>\n
As for non-listed SAs, the persons defined as related parties are (art. 99 \u00a72 para. b):<\/p>\n
(a) The members of the Board of Directors: <\/strong>They are covered by the regulation, regardless of the way (and any <\/strong><\/a>defects<\/strong><\/a>) <\/strong><\/a>of their election<\/strong><\/a> or <\/a>appointment<\/strong><\/a>. <\/strong><\/a>And so do the substitute <\/strong><\/a>members <\/u><\/strong>(art. 87) and the members of the <\/strong><\/a>executive <\/strong><\/a>committee<\/strong><\/a>. <\/strong><\/a>Liquidators are also under the regulation (art. 167 \u00a75).<\/p>\nThey should, in principle, have this specific status at the time of drawing up the disputed transaction with the company (506\/2000 Single Member Court of First Instance of Larissa, NOMOS Legal Database). A broad interpretation of this matter is advocated, however, in order to avoid circumvention. Such may be the case in which the transactions are attempted in person, immediately before the assumption of the administrative role. Similarly, after the resignation of the specific member from the Board of Directors just preceded. Especially in cases when the position is retaken by the same person.<\/p>\n
(b) Persons controlling the SA: <\/strong>To clarify the concept of control, the relevant provision (of art. 99) refers, in this case, to the case law of article 32 of Law 4308\/2014. Among the persons who exercise dominant influence or control over the company, are included: the shareholder who gathers the majority of voting rights in the General Assembly (art. 32 \u00a72 par. a’). Also, the shareholder, who has the right to appoint and\/or dismiss the majority of the members of the Board of Directors (art. 32 \u00a72 para. b’).<\/p>\n(c) The close family members of the members of the Board of Directors or the persons who control the SA: <\/strong>Close family members are defined as those listed in Appendix A of Law 4308\/2014. This is, in particular, about: the spouse (not divorced) or partner with whom a member of the Board of Directors or the person who controls the SA lives. Also, the dependent persons, including relatives (ascendants and descendants), to the member of the Board of Directors or the person who controls the SA, his\/her spouse or partner with whom they live together.<\/p>\n(d) The controlled legal entities: <\/strong>These are the companies (of any legal form), which are controlled, in any way, by members of the Board of Directors or persons who control the contracting SA, as well as their close family members.<\/p>\nPossibility of Statutory Expansion<\/u><\/p>\n
It is also possible for persons, to whom the application of articles 99-101 has been extended by statutory provision (art. 99 \u00a72 para. c’), to also fall under the subjective field of application of article 99.<\/p>\n
Such persons may, in particular, be, for non-listed companies (because for listed companies they are, in any case under IAS 24), the general managers or directors of the SA. As long as, of course, they are not connected to the SA with an organic relationship, in which case they would be fall under the regulation of article 99 as substitute bodies (265\/2020 Single Member Court of Giannina, NOMOS Legal Database).<\/p>\n
It is also possible to extend the application of Article 99 to employees of the SA in general. Even to minority shareholders or subsidiaries.<\/p>\n
<\/p>\n
Objective<\/strong> Field<\/strong> of<\/strong> Application<\/strong><\/h2>\nIn principle, all the (alternatively referred to as) “transactions” or “contracts” of the SA with the above related persons are subject to the provisions of articles 99 et seq. In particular, with the new regulation, there is no longer a distinction between loan and credit contracts, on the one hand, and “other contracts” on the other, but all contracts fall under a single regime, as mandated by the EU Directive (see related, Explanatory Report of Law 4548\/2018 on Article 99).<\/p>\n
The current provision covers, that is, every legal transaction, either it creates an obligation for both or just one of the contracting parties (ind.: sale, lease, donation, loan). Provided that a supply relationship develops between the company and the related party. Consequently, the scope of articles 99 et seq. includes any tort (and not the, created later in time right in rem, as long as the formalities for the tort have been observed), as the preeminent one establishing obligations.<\/p>\n
As there is no relevant, explicit, distinction (and for reasons of legal certainty) the beneficial – at the discretion of the Board – transactions for the company are also included. The (unweighted and uncontrollable) factor of expediency cannot, therefore, function as a guarantee for the defense of corporate interests (248\/1998 Supreme Court, 465\/2011 Court of Appeal of Larissa, 9135\/2005 Court of Appeal of Athens, all in NOMOS Legal Database). The same goes for corporate actions that have the nature of a contract (e.g. establishment of a company by the SA and a related party).<\/p>\n
The above cases (and regulatory framework) do not include unilateral declarations of intent (such as the termination of, e.g., an employment contract). The same applies to any failure to draw up a contract.<\/p>\n
The following is also clarified: any contracts of the SA with third parties in favor of related parties (such as, for example, the leasing of a property by the SA and granting it as a residence to a member of the Board of Directors) can, in principle, only be evaluated in the light of the fee (art. 109). It is another matter, however, if the third-party lessor acted as a surrogate for the specific-beneficiary manager (6\/2016 Multimember Court of First Instance of Mesologi, NOMOS Legal Database).<\/p>\n
<\/p>\n
Managers (BoD members and substitute bodies) and majority shareholders often (but wrongly) identify their personal interest with that of the SA. The property of the latter with theirs. In order to safeguard the interests of the SA and, in particular, of the minority shareholders, the law defines as, in principle, the conclusion of contracts and carrying out transactions of the SA with members of the Board of Directors and related persons (ind.: close members of their family and their companies). However, transactions of this nature are sometimes useful for the SA, sometimes necessary and, not infrequently, imperative. This general rule therefore needs significant exceptions. About them, however, see our next article.-<\/p>\n
<\/p>\n
The aforementioned prohibition of contracts and transactions with the SA (no. 99 \u00a71) concerns, according to what was already mentioned, the related parties. Particularly:<\/p>\n
As For The Listed SAs<\/u><\/p>\n
As for listed companies, the persons associated with them are defined based on the International Accounting Standards 24 and 27 (art. 99 \u00a72 para. a’). This legislative option is, however, assessed as unfortunate: The IAS in question may be changed\/repealed. Also, the concept of related parties is also covered by other IAS\/IFRS. It is more correct, in this regard, to determine the critical relationships and the essential criteria for defining the concept considered here based on the current IAS\/IFRS within the EU.<\/p>\n
IAS 24 contains a detailed, exclusive list of natural persons and other “entities” that are considered related parties.<\/p>\n
Related parties include those persons (natural or legal) who exercise significant control and influence over the company. The same as those charged with critical administrative tasks (including senior management). Also, their immediate family members and companies in which they have an interest.<\/p>\n
Finally, in the light of capital market law, it is not excluded that the transactions between the listed companies and the aforementioned persons are also covered by market abuse legislation.<\/p>\n
As For The Non-listed SAs<\/u><\/p>\n
As for non-listed SAs, the persons defined as related parties are (art. 99 \u00a72 para. b):<\/p>\n
(a) The members of the Board of Directors: <\/strong>They are covered by the regulation, regardless of the way (and any <\/strong><\/a>defects<\/strong><\/a>) <\/strong><\/a>of their election<\/strong><\/a> or <\/a>appointment<\/strong><\/a>. <\/strong><\/a>And so do the substitute <\/strong><\/a>members <\/u><\/strong>(art. 87) and the members of the <\/strong><\/a>executive <\/strong><\/a>committee<\/strong><\/a>. <\/strong><\/a>Liquidators are also under the regulation (art. 167 \u00a75).<\/p>\n They should, in principle, have this specific status at the time of drawing up the disputed transaction with the company (506\/2000 Single Member Court of First Instance of Larissa, NOMOS Legal Database). A broad interpretation of this matter is advocated, however, in order to avoid circumvention. Such may be the case in which the transactions are attempted in person, immediately before the assumption of the administrative role. Similarly, after the resignation of the specific member from the Board of Directors just preceded. Especially in cases when the position is retaken by the same person.<\/p>\n (b) Persons controlling the SA: <\/strong>To clarify the concept of control, the relevant provision (of art. 99) refers, in this case, to the case law of article 32 of Law 4308\/2014. Among the persons who exercise dominant influence or control over the company, are included: the shareholder who gathers the majority of voting rights in the General Assembly (art. 32 \u00a72 par. a’). Also, the shareholder, who has the right to appoint and\/or dismiss the majority of the members of the Board of Directors (art. 32 \u00a72 para. b’).<\/p>\n (c) The close family members of the members of the Board of Directors or the persons who control the SA: <\/strong>Close family members are defined as those listed in Appendix A of Law 4308\/2014. This is, in particular, about: the spouse (not divorced) or partner with whom a member of the Board of Directors or the person who controls the SA lives. Also, the dependent persons, including relatives (ascendants and descendants), to the member of the Board of Directors or the person who controls the SA, his\/her spouse or partner with whom they live together.<\/p>\n (d) The controlled legal entities: <\/strong>These are the companies (of any legal form), which are controlled, in any way, by members of the Board of Directors or persons who control the contracting SA, as well as their close family members.<\/p>\n Possibility of Statutory Expansion<\/u><\/p>\n It is also possible for persons, to whom the application of articles 99-101 has been extended by statutory provision (art. 99 \u00a72 para. c’), to also fall under the subjective field of application of article 99.<\/p>\n Such persons may, in particular, be, for non-listed companies (because for listed companies they are, in any case under IAS 24), the general managers or directors of the SA. As long as, of course, they are not connected to the SA with an organic relationship, in which case they would be fall under the regulation of article 99 as substitute bodies (265\/2020 Single Member Court of Giannina, NOMOS Legal Database).<\/p>\n It is also possible to extend the application of Article 99 to employees of the SA in general. Even to minority shareholders or subsidiaries.<\/p>\n <\/p>\n In principle, all the (alternatively referred to as) “transactions” or “contracts” of the SA with the above related persons are subject to the provisions of articles 99 et seq. In particular, with the new regulation, there is no longer a distinction between loan and credit contracts, on the one hand, and “other contracts” on the other, but all contracts fall under a single regime, as mandated by the EU Directive (see related, Explanatory Report of Law 4548\/2018 on Article 99).<\/p>\n The current provision covers, that is, every legal transaction, either it creates an obligation for both or just one of the contracting parties (ind.: sale, lease, donation, loan). Provided that a supply relationship develops between the company and the related party. Consequently, the scope of articles 99 et seq. includes any tort (and not the, created later in time right in rem, as long as the formalities for the tort have been observed), as the preeminent one establishing obligations.<\/p>\n As there is no relevant, explicit, distinction (and for reasons of legal certainty) the beneficial – at the discretion of the Board – transactions for the company are also included. The (unweighted and uncontrollable) factor of expediency cannot, therefore, function as a guarantee for the defense of corporate interests (248\/1998 Supreme Court, 465\/2011 Court of Appeal of Larissa, 9135\/2005 Court of Appeal of Athens, all in NOMOS Legal Database). The same goes for corporate actions that have the nature of a contract (e.g. establishment of a company by the SA and a related party).<\/p>\n The above cases (and regulatory framework) do not include unilateral declarations of intent (such as the termination of, e.g., an employment contract). The same applies to any failure to draw up a contract.<\/p>\n The following is also clarified: any contracts of the SA with third parties in favor of related parties (such as, for example, the leasing of a property by the SA and granting it as a residence to a member of the Board of Directors) can, in principle, only be evaluated in the light of the fee (art. 109). It is another matter, however, if the third-party lessor acted as a surrogate for the specific-beneficiary manager (6\/2016 Multimember Court of First Instance of Mesologi, NOMOS Legal Database).<\/p>\n <\/p>\n Managers (BoD members and substitute bodies) and majority shareholders often (but wrongly) identify their personal interest with that of the SA. The property of the latter with theirs. In order to safeguard the interests of the SA and, in particular, of the minority shareholders, the law defines as, in principle, the conclusion of contracts and carrying out transactions of the SA with members of the Board of Directors and related persons (ind.: close members of their family and their companies). However, transactions of this nature are sometimes useful for the SA, sometimes necessary and, not infrequently, imperative. This general rule therefore needs significant exceptions. About them, however, see our next article.-<\/p>\nObjective<\/strong> Field<\/strong> of<\/strong> Application<\/strong><\/h2>\n
<\/p>\n