Massimo Belcredi, Paolo Montalenti

La riforma del diritto societario

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The paper analyses the main issues of the bill introduced by the "Mirone Committee", which aims to carry out a comprehensive Corporate Law reform. Positive is the choice for a flexible approach to the relationship between legal models of corporations and different economic features of firms, in order to allow entrepreneurs to choose the legal form of business in accordance to their practical needs. The impact of the reform should be remarkable. On one side the rules governing large corporations with unlisted securities will be closer to the rules regulating listed corporations, in order to encourage large corporations to be listed at the Stock Exchange. On the other side small corporations (in the form of s.r.l.) will have the opportunity of issuing debenture bonds; however it will be necessary to introduce, in the final text, proper means of protection for investors financing small corporations through the underwriting of bonds. The main issues of the project - widening financial markets, streamlining legal rules and procedures, increasing freedom of by-laws, regulatory competition - are critically examined. The author hopes the introduction of a complete default model for s.r.l., but also of some fundamental mandatory rules, necessary for small firms too. The Corporate Governance Italian model is considered still inadequate with reference to the rules regulating the Board of Directors in large Corporations, listed or unlisted. It will be necessary to introduce general rules, relating to monitoring function, information, the relationship between executive and non-executive directors, independent directors; audit, compensation and nomination committees, rules to be implemented and shaped in the by-laws. The paper analyses other specific issues of the project about Corporate groups, directors' liability, decision-making procedures, withdrawal, equity share capital and securities.

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