The sale of shares essentially involves leaving the company while the transfer, through shares to another legal entity, also takes place through an exchange.
Let us now see, briefly, what are the essential legal profiles relating to the difference between the transfer of shares and the conferment of the same in favor of other subjects.
The judges observe, first of all, that through the transfer of shares the transferor sells to the transferee purchaser, and the latter purchases the shares through the payment of a price, freely determined by the parties.
In this way, the transferor leaves the company and the transferee becomes a part of it, or increases his shareholding if the transfer takes place towards an already shareholder. Instead, the conferral of shares involves, the judges specify, an exchange of shares.
And in case of transfer?
In essence, a particular stake in one company is conferred in another company, receiving in exchange a stake in the company in which the stake was first transferred.
In this case, therefore, the transferring shareholder remains in any case bound to the conferred company, albeit indirectly, since it comes to hold stakes or shares in a company participating in the conferred. Consequently, although certainly the link with the company of which the subject was originally a partner becomes more tenuous, there is no real detachment between the two subjects, the judges specify. (Order of July 4, 2022 of the Court of Turin).
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Avv. Leonardo Andriulo – expert in corporate law
