Reform of the «Third Sector», New Regime of Social Enterprises and Company Law Rules
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The essay concerns some of the rules enacted by the Italian legislator following the approval of
the new «third sector code» («Code») and the introduction of a new legislative regime (also) for
«social enterprises» («SEs»). The main purpose of the article is, on one hand, to highlight the
relationship between the new regime and the company law rules to which the new rules make
frequently reference and, on the other hand, to find-out the real nature of such a relation. What
is the role displayed by company law? Did the legislator use these rules to establish a new and
special regime (namely a «third sector company law»)? Or, are such rules only used to «complete
the system» of the third sector in the name of their flexibility and completeness? Then the
research turns to examine the different organizational forms of the third sector’s entities and
social enterprises as well. Some thoughts about a new provision allowing the latter to distribute
a limited amount of dividends should certain conditions be satisfied are also included. The essay
focuses on the corporate governance of social enterprises: an investigation about the so called
«multi-stakeholders» approach is carried on in light of its relationship with «corporate social
responsibility». Also some remarks about the role of the management are presented in this essay.
Are the directors of these entities facing a new paradigm of the «business judgement rule»?
The last part of the essay concerns an investigation about the Code’s rules governing extraordinary
transactions executed by third sector’s entities (mergers, de-mergers, and transformation).