Commentario romano nuovo diritto delle societ agli articoli

Dissenting Directors

© Piergaetano Marchetti, Gianfranco Siciliano and Marco Ventoruzzo 2016. All rights reserved. Short sections of text, not to exceed two paragraphs, may be quoted without explicit permission provided that full credit, including © notice, is given to the source.

This paper can be downloaded without charge from: http://ssrn.com/abstract_id=2854768

Dissenting Directors

Working Paper N° 332/2016

Electronic copy available at: https://ssrn.com/abstract=2854768

Abstract

Piergaetano Marchetti
Emeritus Professor of Law
Bocconi University, School of Law
Via Röntgen, 1
20136 Milan, Italy
e-mail: piergaetano.marchetti@unibocconi.it

Gianfranco Siciliano
Assistant Professor of Accounting
Bocconi University, Department of Accounting
Via Röntgen, 1
20136 Milan, Italy
e-mail: gianfranco.siciliano@unibocconi.it

Piergaetano Marchetti *
Gianfranco Siciliano**
Marco Ventoruzzo***

I.INTRODUCTION……………………………………………………………….................... II.OVERVIEW OF THE EXISTING LITERATURE………………………...…………….............. III. THE ITALIAN LEGAL FRAMEWORK FOR DISSENT…………………………………….....

E. The Market Consequences of Dissent ……………...……………….……….….................. F. Characteristics of “Diverging” Corporations..……...……………….……….…...................... V. A CONCLUSIONS AND SOME POLICY IMPLICATIONS ON DISSENT………………………... APPENDIX…………………………………………………………………….….…………

† We wish to thank Borsa Italiana s.p.a., and specifically Livia Gasperi and Alessandro Delle Donne, for making available important public data in a manageable form; Massimo Menchini for reading an earlier draft and offering precious suggestions; and Duccio Regoli for sharing some ideas on independent directors with the Authors. We are particularly grateful to Maria Lucia Passador for excellent research assistance.

I.INTRODUCTION

Expressions of dissent by corporate directors are a valuable, indeed vital, attribute of good corporate governance. Vocal opposition by a director, for example, might help correct a good-faith mistake or, in more serious and extreme circumstances, warn the market of possible abuse and other risks for investors. Notwithstanding the potential importance of director dissent as a governance tool, the subject has been largely neglected in the academic literature, also due to the scarcity of empirical or anecdotal evidence. As a result, we know virtually nothing about why, how often, and with what consequences directors dissent from their fellow board members.

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differences, all these rules aim at opening the boardroom to representatives of different constituencies who have diverse viewpoints and, possibly, priorities. The underlying assumption is that a diverse board promotes good governance by facilitating debate, discussion, and even dissent, rather than conformism and acquiescence.

The result, however, is that information concerning individual votes of directors is scant. Meanwhile, even when available, information is often lacking sufficient detail to understand, from the outside, what precisely happened. For example, a corporation might simply disclose that a majority of the board, without clarifying who voted how and why there was a disagreement. As a result, dissent is often visible only when a particularly profound fracture develops among corporate insiders, dissenting directors want their votes specifically noted and announce them publicly (if confidentiality allows it), and the financial press turns a spotlight on the underlying decision.

available at http://ssrn.com/abstract=169870; Mark J. Roe, German Co-Determination and German Securities Markets, in KLAUS HOPT (ed.) COMPARATIVE CORPORATE GOVERNANCE: THE STATE OF THE ART AND EMERGING RESEARCH, Oxford University Press 361-372 (1998); ID., German Codetermination and German Securities Markets.(Cross-Border Views of Corporate Governance), 1998 COLUMBIA BUS.LAW REV. 167-183 (1998); Elmar Gerum, Helmut Wagner, Economics of Labor Co-Determination in View of Corporate Governance, in KLAUS HOPT (ed.) COMPARATIVE CORPORATE GOVERNANCE: THE STATE OF THE ART AND EMERGING RESEARCH, Oxford University Press 341-360 (1998); HANS G.NUTZINGER &JÜRGEN G.BACKHAUS, CODETERMINATION: A DISCUSSION OF DIFFERENT APPROACHES (1989).

Finally, another reason why the Italian system presents an opportunity for a uniquely fruitful empirical research is that information concerning education, professional background, and compensation of board members is available from different sources. In this context, the research questions briefly anticipated are both relevant and promising.

The Article is organized as follows. First, we offer a quick overview of the existing but still limited empirical legal literature on dissenting directors. Second, we discuss the relevant legal framework: after a few remarks on the rules applicable to board elections in Italy, we examine the legal scope and effects

9 See, in a national and international perspective, EvaDesana,Marcella Sarale, Mia Callegari, Dai “soliti noti” alla “gender diversity”: come cambiano gli organi di amministrazione e controllo delle società (I parte), GIUR. IT. 2245 (2015); EvaDesana, Marcella Sarale, Mia Callegari, Dai “soliti noti” alla “gender diversity”: come cambiano gli organi di amministrazione e controllo delle società (II parte), GIUR. IT. 2515 (2015); Umberto Morera, Sulle ragioni dell’equilibrio di genere negli organi delle società quotate e pubbliche, RIV.DIR.COMM. (2014) II, 155 ff.; Paola Monaco, Le quote di genere nei corporate boards: profili di diritto comparato, in FABIO SPITALERI,L’EGUAGLIANZA ALLA PROVA DELLE AZIONI POSITIVE, Giappichelli (2013) 85 ff.; Lucia Calvosa, Srenella Rossi, Gli equilibri di genere negli organi di amministrazione e controllo delle imprese, OSSERVATORIO DIR.CIV.COMM. (2013) 3 ff.; Chiara Garilli, Le azioni positive nel diritto societario: le quote di genere nella composizione degli organi delle società per azioni, EUROPA DIR.PRIV. 885-916 (2012); The quota-instrument: different approaches across Europe. Working Paper European Commission’s Network to Promote Women in Decision-making in Politics and the Economy (2011), available at http://ec.europa.eu/justice/gender-equality/files/quota-working_paper_en.pdf e Women on Boards (2011), available at https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/31480/11-745-women-on-boards.pdf.

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To briefly recap them (and directing readers to their contribution for further details), we should first of all mention the peculiar situation of Chinese listed corporations, often controlled by the State. Since 2001, it is mandatory for Chinese listed corporations to appoint a minimum number of independent directors, pursuant to an “Opinion” issued by the China Securities Regulatory Commission (“CSRC”). This requirement has been strengthened in 2003, and independent directors – defined as the ones without specific connections with the corporation and its controlling shareholders or insiders – have a veto power on certain transactions with related parties, and must issue an opinion on major corporate decisions after the board meeting and resolution. It should be pointed out, however, that in the Chinese system the chairperson of the board of directors, who is expressed by the dominant shareholders, almost always handpicks the independent directors from his or her own social entourage.11

The empirical evidence gathered by Mu and Khanna – they looked at over 24,000 opinions issued by independent directors from 2001 to 2010 – indicates, first of all, that generally directors offer “mild” reasons for dissent: an overt, confrontational, explicit position of disagreement with the management and the majority of the board is – unsurprisingly – not common. With respect to the characteristics of board members most likely to dissent, the authors – again unsurprisingly – find a negative correlation with the social ties linking the independent directors and the chairperson who appointed them, and that they are more likely to dissent if the chairperson has left the board. Specific professional backgrounds

Particularly interesting is also the analysis of the consequences of dissent. According to Mu and Khanna, dissent negatively affects the price of the shares of the corporation, with statistically significant cumulative abnormal returns of -0.97 percent at the announcement of dissent. But dissent also has negative consequences for dissenting directors: they often end up leaving the “job market” for corporate directors, and their annual income might decrease of over 10%.

Although the authors are careful in disclosing the methodological limitations and complexities of the research, this work seems to confirm some features (some might say, stereotypes) of the Chinese business and social climate: a certain aversion to conflict, and a capitalist systems heavily based on personal relationships and close-knit social circles.

A. Board Composition in a Nutshell

To put our analysis in the correct framework, we need to illustrate briefly some economic and legal aspects concerning how boards of directors of Italian listed corporations are composed.

Another phenomenon that must be mentioned discussing ownership structures and board elections, however, is the growing presence and activism of institutional investors.17 As we will see below, the role of institutional investors as an organized minority is both a cause and a consequence of “list voting,” a peculiar mandatory statutory mechanism allowing minority shareholders to appoint some of the members of the board of directors introduced in Italy some years ago.18

A complex set of legal rules and different sources govern the composition of the board under Italian law. The issue is regulated by at least three major sources: the Italian Civil Code, applicable to all corporations; the so-called “Consolidated Law on Financial Markets” (“Testo Unico della Finanza”, hereinafter also “TUF”), a statute dealing with a broad range of subjects, which includes a section on the governance of listed corporations; and the constantly updated Corporate Governance Code,19 a technically not mandatory source (based on a “comply or explain” principle),20 which is however

18 CONSOB, 2015 Report on Corporate Governance of Italian Listed Companies, at 15-17, Tables 1.6-1.11.

19 See Assonime, Circolare n. 31/2015, Le novità del Codice di autodisciplina 2015 per la governance delle società quotate, RIV. SOC. 445 (2016); C. PISTOCCHI, Appunti sul codice di autodisciplina delle società quotate, GIUR. COMM. 171 (2016); Simone Alvaro, Paola Ciccaglioni, Giovanni Siciliano (eds.), L’AUTODISCIPLINA IN MATERIA DI CORPORATE GOVERNANCE. UN’ANALISI DELL’ESPERIENZA ITALIANA,QUADERNO GIURIDICO CONSOB N. 2, (febbraio 2013); Piergaetano Marchetti, Il nuovo codice di autodisciplina delle società quotate, RIV.SOC. 38 (2012); Niccolò Abriani, Il nuovo codice di autodisciplina delle società quotate e la governance del nuovo millennio, RIV.DIR.IMPR. 197 (2012); Carmine DiNoia, Emilia Pucci, Il nuovo Codice di autodisciplina delle società quotate: motivazioni e principali novità, RIV.DIR.SOC.115 (2012); Mario Stella Richterjr., Il nuovo codice di autodisciplina delle società quotate e le novità legislative in materia di autoregolamentazione, RIV. DIR.COMM. 419 (2007); Alessandra Zanardo, La nuova versione del codice di autodisciplina delle società quotate: alcune osservazioni alla luce delle contestuali esperienze internazionali in materia, CONTR. IMPR. 400 (2004); MariaDeMari, Il Codice di autodisciplina delle società quotate in materia di corporate governance, RIV.DIR.PRIV. 141 (2000).

22 B. Espen Eckbo, Knut Nygaard, Karin S. Thorburn, Does Gender-Balancing the Board Reduce Firm Value? (April 21, 2016) (European Corporate Governance Institute (ECGI) - Finance Working Paper No. 463/2016, 2016); (Tuck School of Business Working Paper No. 2746786, 2016), available at http://ssrn.com/abstract=2746786; Roberta Provasi, Patrizia Riva, Women in the boardroom: the Italian experience of law vs. embedded tradition, 9 INT.J.ECONOMICS BUSINESS RESEARCH 274 (2015); Barnali Choudhury, Gender Diversity on Boards: Beyond Quotas, 26 EUR.BUS.LAW REV. 229 (2015); Eva Desana, Marcella Sarale, Mia Callegari, Dai “soliti noti” alla “gender diversity”: come cambiano gli organi di amministrazione e controllo delle società (I parte), GIUR. IT. 2245 (2015); Eva Desana, Marcella Sarale, Mia Callegari, Dai “soliti noti” alla “gender diversity”: come cambiano gli organi di amministrazione e controllo delle società (II parte), GIUR.IT. 2515 (2015); Nada K. Kakabadse, Gender Diversity and Board Performance: Women's Experiences and Perspectives, 54 HUMAN RESOURCE MANAGEMENT 265 (2015); Stefanie Sonnabend, Gender Diversity in the Corporate Boardroom, 24 J. MANAG. INQUIRY 212 (2015); Larelle Chapple, Jacquelyn Humphrey, Does Board Gender Diversity Have a Financial Impact? Evidence Using Stock Portfolio Performance, 122 J.BUS.ETHICS 709 (2014); Nuria Alvarado, Joaquina Briones, Pilar Fuentes Ruiz, Gender Diversity on Boards of Directors and Business Success, 1 INVEST.MANAG.FIN.INNOV.199(2011);Renee B. Adams, Patricia Funk, Beyond the Glass Ceiling: Does Gender Matter? (2009) (UPF Working Paper Series; ECGI - Finance Working Paper No. 273/2010, 2010), available at http://ssrn.com/abstract=1475152; Claude Francoeur, Réal Labelle, Bernard Sinclair-Desgagné, Gender Diversity in Corporate Governance and Top Management, 81J.BUS.ETHICS 83 (2008);Ferdinand A. Gul, Bin Srinidhi, Anthony C. Ng, Does Board Gender Diversity Improve the Informativeness of Stock Prices?, 5 J. ACCOUNTING AND ECONOMICS 314(2011); Katherine Watson, Gender Diversity on Corporate Boards, 7 J.AUSTRALASIAN LAW TEACHERS ASSOCIATION 1 (2014), available at http://ssrn.com/abstract=2586354; Muhammad Ali, Carol Kulik, Board Age and Gender Diversity: A Test of Competing Linear and Curvilinear Predictions, 125 J.BUS.ETHICS 497 (2014); Jasmin Joecks, Kerstin Pull, Karin Vetter, Gender Diversity in the Boardroom and Firm Performance: What Exactly Constitutes a "Critical Mass?", 118 J.BUS.ETHICS 61 (2013); María del Carmen Triana, Toyah L. Miller, Tiffany M. Trzebiatowski, The Double-Edged Nature of Board Gender Diversity: Diversity, Firm Performance, and the Power of Women Directors as Predictors of Strategic Change, 25 ORGANIZATION SCIENCE 609 (2013); Massimo Rubino De Ritis, L'introduzione delle c.d. quote rosa negli organi di amministrazione e controllo di società quotate, NUOVE LEGGI CIV.COMM. 309 (2012); Angelo Busani, Giuseppe Ottavio Mannella, “Quote rosa” e voto di lista, 31 SOCIETÀ 53(2012);Nuria Alvarado, Joaquina Briones, Pilar Fuentes Ruiz, Gender Diversity on Boards of Directors and Business Success, 1 INVEST.MANAG.FIN.INNOV. 199 (2011); Claude Francoeur, Réal Labelle, Bernard Sinclair-Desgagné, Gender Diversity in Corporate Governance and Top Management, 81 J. BUS.ETHICS 83 (2008);Stephen Brammer, Andrew Millington, Stephen Pavelin, Gender and Ethnic Diversity Among UK Corporate Boards, 15 CORPORATE GOV.: AN INT.REV. 393 (2007); Coral Ingley, Nicholas van der Walt, Board Dynamics and the Influence of Professional Background, Gender and Ethnic Diversity of Directors, 11 CORPORATE GOV.: AN INT.REV. 218 (2003).

23 Nadege Jassaud, Reforming the Corporate Governance of Italian Banks (September 2014). (IMF Working Paper No. 14/181), available at http://ssrn.com/abstract=2513266; Julie Dickson, Member of the Supervisory Board of the European Central Bank Discussion organized by the Centre for European Reform: Will the Eurozone Caucus on Financial Regulation? (2015), available at https://www.bankingsupervision.europa.eu/press/speeches/date/2015/html/se150901.en.html.

Generally speaking, there are three types of directors – or, more precisely, directors with different characteristics must be appointed: executive, non-executive and “independent” directors. Executive directors are, obviously enough, the ones with delegated managing powers, who are usually also executives of the corporation: the CEO, the CFO when she is also a board member, and so on; conversely, non-executive directors are obviously the ones lacking these powers and functions.26 In terms of composition, the only rule concerning the proportion between executive and non-executive directors can be found in the Corporate Governance Code, which simply states as follows: “The number, competence, authoritativeness and time availability of non-executive directors must guarantee that their opinion has a meaningful weight in board’s decisions” (Principle 2.P.3).

24 For a brief description of these models, see Federico Ghezzi, Corrado Malberti, The two-tier model and the one-tier model of corporate governance in the Italian reform of corporate law, 5 EUROPEAN COMPANY FINANCIAL LAW REV. 1 (2008); Carlo Bellavite Pellegrini, Laura Pellegrini, Emiliano Sironi, Alternative vs Traditional Corporate Governance Systems in Italy: An Empirical Analysis (Paolo Baffi Centre Research Paper No. 2010-80), available at http://ssrn.com/abstract=1554047 Carlo Bellavite Pellegrini, Laura Pellegrini, Emiliano Sironi, The Choice of Alternative Corporate Governance Systems: Ownership Structures and Performance in Italian unlisted firms in 2008, 6 INT’L J.TRADE AND GLOBAL MARKETS 242 (2013). The one-tier model is currently increasing its own relevance in the academic debate, also in the light of the fact that, recently, one of the most widespread bank of the country opted for embracing it: a decision which did not go unnoticed. See Piergaetano Marchetti, Tanto tuonò che piovve. Intesa Sanpaolo e il monistico, ANALISI GIUR.ECON.9(2016); Luigi Arturo Bianchi, Il modello monistico è più efficiente di quello tradizionale? Appunti per una ricerca, ANALISI GIUR.ECON. 23(2016); Raffaele Lener,Monistico come modello «ottimale» per le quotate? Qualche riflessione a margine del rapporto Consob sulla «corporate governance»,ANALISI GIUR.ECON.35(2016); Gian Domenico Mosco, Salvatore Lopreiato, Brevi note su opportunità e limiti attuali del sistema monistico, ANALISI GIUR.ECON.51(2016); Andrea Guaccero,Tommaso Di Marcello, Codice civile, società quotate, banche, intermediari e assicurazioni: un solo monistico?, ANALISI GIUR.ECON.103(2016); Eva Desana, Sistema monistico, voto di lista e rappresentanza delle minoranze, ANALISI GIUR.ECON.195(2016); Marcella Sarale, Quote di genere e sistema monistico: precisazioni e omissioni nella legge Golfo Mosca, ANALISI GIUR.ECON.213(2016).

It should also be pointed out that only non-executive directors can be considered independent. The idea is that executives are so profoundly intertwined with the life of the corporation, so invested in its success, that they might not have the detachment of a director without managing responsibilities. In this perspective, the U.S. distinction between “inside” and “outside” directors captures the idea. Interestingly enough, pursuant to the Corporate Governance Code, also a director meeting all the requirements of independence, can is no longer considered independent after the corporation has employed him or her for a long period (specifically, nine years within the previous twelve).28

From a statutory perspective, based on Article 147-ter, Paragraph 4, TUF, at least one director, or two if the Board has more than seven members, should be independent. The Corporate Governance Code should however also be kept into account: while it does not indicate directly a minimum number of independent directors, this number derives from the requirement to appoint different committees within the board (in particular, control, remuneration, appointments committees) each with a minimum

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percentage of independent directors. Consequently, most listed corporations that comply with the Governance Code have more than two independent directors.29

For example, a controlling shareholder owning 45% of the voting shares, and a group of institutional investors owning 16%, can both present their lists. If, at the shareholders’ meeting, the first list receives 53% of the votes cast (the ones of the shareholders who presented the list, plus of some other investors), and the second one 20%, at least one director of the nine hypothetically forming the board must be picked from the candidate of the institutional investors.

One important addition is a rule against elusions. The list receiving the second highest number of votes is not considered, and its candidates cannot be elected, if connections are established between the shareholders presenting and voting the two lists or the candidates listed in them. The rationale is to prevent the presentation of “decoy” minority lists, in fact expressed by the controlling shareholders, therefore nullifying the goal of list voting of enhancing “corporate democracy.”32

32 From an historical perspective, it is interesting to note that this system was firstly experimented with respect to state-owned corporations that were privatized in the 1990s, in order to inject an element of “corporate democracy” in their governance. Later, in 1998, with the enactment of the already mentioned TUF, list voting was adopted generally for the appointment of the board of statutory auditors, based on the idea that a controlling body should also include representatives of minority shareholders. In 2005, also as a consequence of financial scandals, the legislature extended the system also to the board of directors.

33See also Assogestioni, supra note 28, at 59.

(source, Assonime 2015)

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More recently, a new phenomenon has emerged in some listed corporations. The list presented by institutional investors often receives a quite significant number of votes, also capturing the votes of dispersed minorities. In some instances, it has received even more votes than the ones received from the list presented by the allegedly “strong” shareholders.34 The somehow paradoxical consequence might be that the most-voted list elects a small minority of directors, either because of statutory and bylaws limitations, or because institutional investors prefer to present a limited number of directors (e.g., 2 for a board of 12) in order not to be considered in control of the corporation. The data in Figure 4 below exemplify this situation with respect to the last “proxy season:” the percentage of votes received is indicated in the bars, and the number of directors appointed in parenthesis next to the name of the corporation (elaborations on data from Assogestioni and Consob):

34 A clarification can be helpful. A corporation can be considered “controlled” by a single shareholder owning 40% of the shares, who generally invests in a long-term perspective and is actively involved in the managing of the corporation. The group of institutional investors supporting some candidates, on the other hand, is by definition temporary and unstable: it might be that, all together, they attract 51% of the votes, but these votes are controlled by a single shareholder, or by a stable coalition aiming at controlling the corporation.

(source, elaborations from Consob, Assogestioni and

newspapers, 2015)

Another set of rules that we need to mention, also affecting the composition of the board, concerns gender quotas. A 2010 statute, the Golfo-Mosca Act, mandates that until 2022, when the law will cease to be applicable, a growing percentage (from 20% to 33.3%) of board members must belong to the “least represented” gender. The rule has been quite effective in improving gender equality in Italian listed corporations, also in comparison to other jurisdictions, as the following Figure shows:

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Also in this respect, it is interesting to consider – as we will do below – if male or female directors are more inclined to voice their dissent, voting either against the majority, or – in extreme circumstances – resigning from the board.35

We have offered in this paragraph a brief and general, but hopefully helpful description of the major rules governing the composition of the boards of Italian listed corporations. To complete the analysis, the following self-explanatory graph shows the average age and seniority of board.

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directors

The meaning of dissent is not always easy to interpret or, more precisely, its real substantive reasons might be ambiguous. For example, it can express an actual disagreement on the economic desirability of a proposed transaction, but it can also indicate a broader distrust of the managing approach of other board members and, of course, can be inspired by more selfish and conflicted interests.

Whatever the real motivations of dissent, we need to spend a few words on some of the possible legal implications, under Italian law, of directors voting against the majority of the board, or resigning.

38 Francesco Vassalli, Article 2392. Responsabilità verso la società,inFLORIANO D’ALESSANDRO (ed.), COMMENTARIO ROMANO AL NUOVO DIRITTO DELLE SOCIETÀ.COMMENTO AGLI ARTICOLI 2380-2451, vol. II, II, Piccin, 141ff., at

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Vacancies on the board must be filled according to rules that it is not necessary to examine here. We should however mention that, if the majority of the board is still serving, the resignation has immediate effect, and the board can fill the vacancy. The person picked by the other directors will be confirmed – or not – at the next shareholders’ meeting. If this is not the case, however (such as, e.g., in the rare but not impossible situation in which five directors over nine resign simultaneously), resigning directors remain in office until when the majority of the board has been replaced pursuant to the applicable rules. One should also keep in mind bylaws provisions adopting the “simul stabunt, simul cadent” (Latin for “together they serve, together they fall”) approach, according to which the resignation of one or some directors has the effect of terminating the entire board, and makes a new shareholders’ vote necessary (shareholders of course can re-appoint some of the same directors). While not very common especially in listed corporations, these contractual provisions are designed to ensure that directors are always

157; Alessandro De Nicola, Article 2392,inPIERGAETANO MARCHETTI,LUIGI A.BIANCHI,FEDERICO GHEZZI, MARIO NOTARI (eds.), COMMENTARIO ALLA RIFORMA DELLE SOCIETÀ, FEDERICO GHEZZI (ed.), AMMINISTRATORI, Egea-Giuffrè545 (2005); Dario Scarpa, Specificazione di responsabilità e segmentazione gestoria nell'amministrazione di s.p.a., RESP. CIV. 7 (2011); Trib. Milano Sez. VIII, May 12 th, 2010, GIUR.IT. 119 (2011) (“se dissenziente per motivi non pretestuosi, avrebbe potuto fare annotare il proprio dissenso nelle forme prescritte dalla legge, per andare esente da qualsivoglia responsabilità”); Trib. Napoli, April 26th, 2000, available at http://studiolegale.leggiditalia.it/ (“La responsabilità de qua ha natura contrattuale (cfr. in tal senso Cass. 9.7.87, n. 5989) e non ha carattere oggettivo, sicché non si estende all'amministratore che sia immune da colpa e che abbia fatto annotare senza ritardo il suo dissenso nel libro delle adunanze e delle deliberazioni del consiglio di amministrazione, dandone notizia per iscritto al presidente del collegio sindacale”); Trib. Perugia Sez. III, February 25th, 2015, available at http://studiolegale.leggiditalia.it/ (“in mancanza della esplicita dissociazione di taluno degli amministratori dall'operato dell'organo collegiale (escluso quanto sopra già detto per la posizione di B.) da farsi constare nelle forme previste dall'art. 2392, co. 3, c.c., tutti gli amministratori debbano ritenersi responsabili, ratione temporis, in via solidale fra loro, per i danni eventualmente arrecati con il loro comportamento alla società (cfr. art. 2392, co. 1 e 2, c.c.) e ai creditori sociali (cfr. art. 2394 c.c.)”).