53 ELETTRONICA SICULA (JUDGMENT) ing losses. No dividends were ever paid to its shareholders. The 30 September 1966 balance sheet already showed accumulated losses of some 2,000 million lire. 79. The position was worsening, moreover, as the balance sheet for 30 September 1967 (above at paragraphs 18-19) showed. Raytheon's Italian auditors pointed out that the balance sheet, when "adjusted" to Raytheon's own accounting requirements for interna1 purposes (the unadjusted statement, however, appears to have satisfied Italian legal requirements), then showed adjusted accumulated losses, actually exceeding "the total of the paid up capital stock, capital reserve and Stockholders' subscription account" by 881.3 million lire; and warned that if these adjustments to the total of accumulated losses were entered in the company's books of account, "under Articles 2447 and 2448 of the Italian Civil Code, the directors would be obliged to convene a Stockholders' meeting forthwith to take measures either to cover the losses by providing new capital or to put the company into liquidation". 80. On 7 March 1968, Raytheon formally notified ELSI of its decision that Raytheon would not provide any further capital, whether in the form of subscribing to new stock or guaranteeing additional loans. At a board meeting of ELSI held in Rome on 16 March 1968, it was decided on the "cessation of the company's operations" ;that production would be "discontinued immediately"; that "commercial activities and employment contracts" would be terminated on 29 March 1968; and that "a shareholders' meeting be called for 28 March 1968,to adopt the necessary resolutions". This was not, however, in ELSI's plans, to involve a liquidation under Article 2450 of the Italian Civil Code, which requires a liquidatorto be appointed. The plan for an orderly liquidation, as conceived by the ELSI management, was to be managed by them. At a special meeting of shareholders, held on 28 March 1968, in Palermo, it was resolved to ratify the resolutions adopted by the Board of Directors at the meeting of 16 March 1968; and "to empower the Board of Directors to make contacts with the banks and principal creditors of the company to reach an agreement on procedures to be followed in the interest of al1 the creditors for the orderly disposa1 of the company's assets at their highest realizable value . . ." ("di dare mandat0 al Consiglio di Amministrazione diprendere contatti con gli istituti di credito e con i maggiori creditori della Società per concordare procedure che consentano nell'interesse di tutti i creditori una ordinata alienazione delle attività sociali al massimo valore di realizzazione '7.