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vided by amending the articles of association. The quorum set forth in
the TCC shall be respected when the amendment is made, a right of
withdrawal can be provided and instead of seeking just cause and
applying to the court, when a stipulated reason for withdrawal occurs,
the shareholder may use his/her right of withdrawal, and the company
could continue with a single shareholder. If this remedy is not pre-
ferred, the shareholder who alleges the presence of a just cause may
apply to the court and request his/her withdrawal. In this case the court
shall examine whether there is a just cause and especially whether the
claimant is at fault or not. According to the established view of the
Court of Cassation, the party at fault cannot claim withdrawal for just
cause.
Dissolution
Every shareholder may request dissolution of the company in case
a just cause exists pursuant to Article 636 TCC, which regulates
grounds of dissolution of limited liability companies. Nevertheless, the
dissolution is the last remedy. Instead of dissolution, the court may
decide, at its sole discretion, on the dismissal of the shareholder claim-
ing the dissolution upon the payment of real value of the shares or on
other solutions that are acceptable and convenient to the situation. The
distribution of dividends, division of the company and providing shares
of a newly established company and attribution of the opponent share-
holder as director can be shown as alternative, acceptable solutions.
Just cause
Just causes that are the conditions to apply to the court are not
restrictively cited in the TCC. Abuse of majority power, non-function-
ing organs, breach of trust among shareholders, providing unfair
advantages to the shareholders, breach of financial rights, breach of the
right to information and to inspect, important conflict between the
shareholders, misdirection of the company and causing a loss to the
shareholders may be accepted as the reasons that render the sharehold-
ers relationship unbearable. As a matter of fact, the Court of Cassation
indicates that the just causes stated in the TCC that trigger dissolution
of the companies are not restrictive.
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