Riassunti VERIFICATO
Diritto Commerciale Abriani
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- Historical Context: Italian company law evolved from Roman 'societas' to medieval forms (commenda, compagnia), and modern 'società anonime' (now S.p.A.). The 1942 codification unified civil and commercial law, extending legal personality to all companies, and introduced S.R.L. and S.S.
- Concept of Company (Società): Defined by Art. 2247 as a contract for two or more persons to contribute assets or services for a common economic activity to share profits. Modern interpretations expand to non-economic and mutualistic goals.
- Contributions (Conferimenti): Patrimonial contributions (money, goods, services) forming the company's assets. Valuation rules vary by company type, with stricter rules for S.p.A. and S.A.S.
- Social Capital (Capitale Sociale): Represents the total value of contributions. It ensures a minimum guarantee for creditors. Increases can be paid (new contributions) or free (reserves). Reductions can be for losses or voluntary, with creditor protection measures.
- Financial Instruments: Shares (actions) in S.p.A./S.A.P.A. are standardized, freely transferable (with limits), and can be of different categories (e.g., correlated, savings, redeemable). Bonds are debt instruments. Participatory financial instruments offer patrimonial/administrative rights without full partner status. Destined patrimonies allow isolating assets for specific affairs, providing limited liability.
- Company Governance: Involves decision-making bodies (e.g., shareholders' assembly, board of directors). Decisions can be ordinary or extraordinary, requiring specific quorums and approvals. Invalidity of resolutions is addressed with annulment and nullity provisions.
- Administration and Control: Administrators manage the company's operations, with powers and responsibilities defined by law and articles of association. Internal controls involve statutory auditors (collegio sindacale) or specialized committees. External controls include legal audits, CONSOB (for listed companies), and judicial oversight to ensure legality and proper management.
- Company Operations: Includes transformations (changing legal form), mergers (combining companies into one, by constitution or incorporation), and demergers (splitting a company's assets into multiple entities). Each operation has specific procedural requirements, including creditor protection and shareholder approval.
- Dissolution and Liquidation: Companies dissolve due to fixed term expiry, achievement/impossibility of social object, unanimous will of partners, or lack of plurality of partners. This leads to liquidation, where assets are realized to pay creditors and distribute remaining funds to partners.
- Cooperatives (Società Cooperative): Characterized by a mutualistic purpose (providing goods/services at advantageous conditions to members). They have variable capital and follow the 'one head, one vote' principle. Subject to specific oversight by the Ministry of Economic Development.
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