This paper is my London School of Economics and Political Science - LLM Dissertation. In this essay, I will seek to ascertain to what extent adopting an optional non-frustration prohibition rule would effectively be useful in terms of protecting Italian listed corporations against hostile takeovers. In particular, I will seek to verify whether general company law rules may be deployed to replicate the same effect of a non-frustration prohibition, empowering bid-friendly shareholders of the target company to impede the incumbent directors from enacting takeover defences. The structure of my analysis heavily relies on the model devised by D. Kershaw in “The illusion of importance: reconsidering the UK’s takeover defence prohibition.” As Kershaw observes, the general company law rules governing, inter alia, the calling of a shareholder meeting, the appointment and removal of directors, the possibility for the shareholder body to instruct directors, the issuance of new shares etc would leave directors very little scope for efficiently deploying takeover defences without obtaining the prior approval on the part of the shareholder body. Would this position change under the Italian jurisdiction? Notably, the Law Decree n. 1/2003(hereinafter the “Decree” or “”the Reform”) has radically reformed the Italian company law, accomplishing what has been unanimously defined by the literature as a substantial shift of decision-making power from the shareholder body to the board of directors.Ventoruzzo argues that “...under Italian law, notwithstanding the fact that the 2003 reform entrusted directors with much more significant power...the shareholders’ meeting still retains significant powers on deciding or authorising most corporate actions that might be used as defences in a hostile takeover context...” In this essay, however, I will seek to assess the strength of Venturozzo’s thesis against the background of the same sets of company law rules analysed by Kershaw from the perspective of the UK jurisdiction. I will therefore look at the Italian company law rules concerning i) the possibility for shareholders to instruct directors ii) the removal and appointment of directors iii) the exclusion of pre-emption rights vi) the issuance of equity and debt securities iii) interim dividends distribution.For the sake of simplicity, however, my analysis will not cover the whole arsenal of takeover defences examined by Kershaw but it will be limited to poison pills and restructuring defences, and it will be based on the assumption that the target company has either maintained a traditional board model or adopted a one-tier model of corporate governance. The analysis will show that the width of the powers of bid-friendly shareholders to “impede” directors from deploying board-controlled defences is uneven, varying depending on the type of defence deployed.Broadly, the distribution of decision-making powers between the shareholder body and directors, along with the rules concerning the calling of a meeting, would allow directors significant scope for efficiently deploying poison pills. Within the context of restructuring defences, however, the position appears to change: if using an equity-restructuring defence, incumbent directors may be subject to an intense constraint constituted by the high majorities required for the issuance of new shares; if using a debt-restructuring defence, however, the scope for impeding a takeover seems broader, especially if the defence rests more on a debt-securities issuance than on an interim dividends distribution.