Keywords: Private Company; Start-Up «Innovativa»; PMI «Innovativa»; Equity Based Crowdfunding; Transfer of Shares; Shareholders' Rights; Secondary Market of Shares.
The d.l. 24 January 2015, n. 3 (so-called Investment Compact) has introduced a new share transfer system in private companies (Italian s.r.l.) which have the qualification of «start-up innovative» or the qualification of «PMI innovative». This new system is based on the financial intermediaries' activity, under the control of Consob, and allows the private companies with these qualifications to easily transfer their shares during an operation of equity based crowdfunding. This system is projected as an alternative to the ordinary rules related to the transfer of private companies' shares, as it permits the transfer of shares without the typical legal obligations regarding the «registro delle imprese» (the Italian Commerce register). The new rules aim to simplify business bureaucracy and to create better conditions for the growth of a secondary market of the shares. In this analysis, the author will weigh up the multifaceted problems in the coordination between the new rules and the general system of the Italian private companies (s.r.l.) and scrutinize the effectiveness of the new rules, specifically the possibility that a sensible secondary market will be created due to the new alternative system.