The work aims to examine the complex and problematic subject of Directors’ liability as regulated by the legislator and for what is the formant developed by the doctrine and jurisprudence in almost twenty years from the reform of corporate law.
The analysis is conducted also taking into account the innovations introduced by the new Code of corporate crisis and insolvency whose provisions on the subject have already seen concrete application in law.
Identified the type of legal relationship that is established between directors and society, it reviewed the most important economic theories developed to describe the connection that links directors not only to control shareholders but also to all those who somehow come into relationship with the company or are influenced from its activity (so called stakeholders). Some comments on the importance assumed over the years by the self-regulatory codes closes the first part.
The second part is dedicated to the theme of general clauses in corporate law and of corporate law, now increasingly used and also necessary to cope with the complexity of matter and continuous and changing economic needs.
The third party is dedicated to the study of Directors’ duties having first addressed the theme of diligence and expertise, the subject of a debate that was yet not supervised today. The liability of the Directors is examined in the light of the charge assumed within the Board of Directors and the concrete fulfillment of the obligation to act informed, with a difference of discipline between delegating and delegates. It provides a definition of the Business Judgement Rule that exceeds the stereotyped formulas used. The third party closes the discussion of the duties of the Directors of the company in crisis, distinguishing the hypothesis of loss of business continuity from the loss of the share capital.
The fourth part examines the responsibility of the Directors towards society, social creditors, individual members and third parties, both from a substantive point of view and from the procedural point of view. Highlighted the unsustainability, within the relationship between directors and society, of the responsibility-damage equation and of the considerable inconsistencies that this way of reasoning caused, the theme of the quantification of damage has been addressed, also for as solved in the new Code of the corporate crisis and the insolvency.
The issues of the liability actions in the field of groups of companies, of the actions exercised by the receiver (following the declaration of insolvency), of the responsibility of the de facto director, of the general manager and of the directors of the public companies are then addressed.
It closes the discussion a fifth part dedicated to the liability of the Directors of Limited Liability Company in particular highlighting the differences with respect to the provisions of joint stock company, especially with regard to the conflict of interest, the legitimacy of the individual member, theprecautionary revocation and responsibility for single quota holders.
The share purchase agreement, as conceived and implemented by Common Law legal systems, presents a complexity such that the negotiation before and the drafting then deserve a completely peculiar attention.
The aim of this book is to analyze, in detail, all the phases that lead to the conclusion of the agreement: from the phase of the negotiations and the drafting of all documents, from ancillary agreements to the signing.
It is a contract that comes out of our own schemes by raising numerous problems not only in terms of interpretation and validity of the clauses it contained, but also of interpretation and correct translation of some legal terms used in contracts as stipulated in common law countries.
Hence the choice to equip the book of numerous references to the doctrine and jurisprudential decisions of other legal systems, including other regulations, for all individual legal institutes treated.
Particular attention is paid to the subject of the contract in question, to the applicable remedies and, above all, to the guarantees of which the parties, and in particular the buyer, must provide himself to enjoy real and effective protection.
The dissertation closes with the chapter dedicated to litigation management.
“Directors' liability in corporations”, published by Zanichelli, 2021.
“Share purchase agreement. From letter of intent to closing”, published by Zanichelli Editore, 2015.
Comment on articles 1949-1953 civil code in Surety (and other personal guarantees), edited by V. Cuffaro, Zanichelli Editore, 2014.
Heading “Subfornitura” in Digesto, Discipline Privatistiche, Sezione Civile, VI update, Turin, Utet, 2012.
Comment on articles 1341-1342 cc (Of the unfair contract terms) to the Commentary to the Civil Code, Milan, Giuffrè, 2009.
Comment on articles 1678-1680 cc and 1692-1699 (in transport) cc to the Commentary to the Civil Code, Milan, Giuffrè, 2009.
Comment on articles 2475-2479 ter cc (relating to limited liability company) to the Commentary to the Civil Code, Milan, Giuffrè, 2009.
Curator, the Commentary to the Civil Code, the Code of consumption, as well as Author of the comments on the articles 44, 67 bis - 67 vicies bis, 68, 128 to 135 in the same volume, Milan, Giuffrè, 2010.
Author of several chapters of the Treaty of the “Purchase and Figures Connect” published Utet 2008 (The Concession Sales exclusivity - The Subcontracting - The Social Sale of Investments - The Distance Selling of Financial Services)
Author of several chapters of updating vol. The Treaty of the “New Contracts in civil and commercial practice”, UTET 2008. Part I - INTERNET
Chapter I - The protection of software and copyright
Chapter II - The illegal circulation of material online music
Chapter III - The intellectual property law in the Internet: Domain Names, counterfeiting and unfair competition
Chapter IV - The distance marketing of consumer financial services through the Internet
Chapter V - Government
Chapter VI - The special responsibilities of Internet service providers.
Part IV - COMPANY
Chapter XII - Transfer of company shares
Chapter XIII - Stock options, stock grants, stock purchase
Chapter XIV - Leveraged buy-outs and management buy-outs: application problems
Chapter XV – Shareholders’ agreements to vote
Chapter XVI - Contracts of corporate crisis. instruments negotiated solution to the crisis of business in the light of the reform of the bankruptcy law
Chapter XVII - Statutory pre-emption clause
Chapter XVIII - Arbitration Clause and statutory appeal of shareholder resolutions
Chapter XIX - List based voting system in listed companies
Chapter XX - Settlement of social responsibility
Chapter XXI - The Marzano Law
Chapter XXII - The liability of the bank crisis in the company
He edited, the Civil Code Utet 2008 annotated with the case-law, Articles 2188-2238 and Articles 2247-2642.
He has published essays, notes and reviews in the field of commercial law and civil law:
- Do not fallibility of the trading company that meets the requirements of the small entrepreneur, in Giur. It. n. 11/2006
- Exclusion of a shareholder of the cooperative during the liquidation, in Giur. It., 2007, 38.
- Division abusive litigation and real estate, in Giur. It., 2007, 301.
- Dismissal individual and order reinstatement of the worker, in Giur. It., 2007, 559.
- Liability of financial intermediaries, in Giur. It., 2007, 562.
- Responsibility of the primary hospital, in Giur. It., 2007, 1084.
- Non-contractual liability of the P.A., in Giur. It., 2007, 1355.
- Notes regarding the invalidity of the resolutions approved and withdrawal in corporate regulations reformed, in Giur. It., 2007, 1312-1316 (first part) and in Giur. It., 2007, 1567-1575 (part two)
- Arbitration regarding the appeal of shareholders' resolutions of companies, in Giur. It., 2007, 1445-1450.
- Obligation to the maintenance and transfer of immovable property to his wife, in Giur. It., 2007, 1615.
- Clearing and settlement of the debt of the member's share, in Il Nuovo Diritto delle Società, n. 21, 2007, 24-38.
- The right to social control of the non-director quotaholder in the limited liability company, in Giur. It., 2008, 124-130.
- Notes on a theme discussed the sale of shares of the company and the guarantees of the seller, in Giur. It., 2008, 365-371.
- Liability of government for failure or poor maintenance of things in custody, in Giur. It., 2008, 626-629.
- Payment "on first demand" and arbitrariness of the application of the chargee, in Giur. It., 2008, 1672-1678.
- The appointment and removal of directors of limited liability company, in Il Nuovo Diritto delle Società, 2008, fasc. 17, 11-26.
- The legitimacy of the exercise of social rights by the individual owners of shares or share capital and the eligibility of interim relief before causam administrator of a limited liability company, in Giur. It., 2008, 2635-2640.
- The right of a shareholder of a corporation to the debate, in Giur. It., 2009, 365-370.
- On the issue of conflict of interest of limited partners and the remuneration of directors of a corporation, in Giur. It., 2009, 2218-2224.
- The liability of the directors of a limited liability company, in Contratto e impresa, 2009, 1298-1333.
- The duty of the guarantor to raise the exceptio doli in the case of abusive or fraudulent request of the creditor, in Rivista di Diritto Privato, 2010, 119-133.
- The exercise of social rights in the event of seizure of shares and the violation of the right of option as a cause of nullity of the resolution, in Contratto e Impresa, 2010, 323-352.
- The invalidity of the resolutions approved by company: aporias of the system and the decline of the category of non-existence, in Contratto e Impresa, 2011, 852-890.
- The abuse of economic dependence as transtipical case, in Contratto e Impresa, 2013, 370-400.
- The power to represent the corporation in the hands of external parties to the administrative body, in Società & Contratti Bilancio & Revisione, 2013, fascicolo 5, 18-27.
- The General Director - figure and liability, in Società & Contratti Bilancio & Revisione, 2014, fascicolo 5, 20-30.
- The ante causam precautionary withdrawal of SRL directors, in Società & Contratti Bilancio & Revisione, 2015, issue 1, 25-35
- The fulfillment of the payment claim on the share of a partnership, in Società & Contratti Bilancio & Revisione, 2015, issue 11, 6-13
- Share and purchase agreement: general aspects, in Società & Contratti Bilancio & Revisione, 2018, issue 1, 36-48
- Share and purchase agreement: warranries clauses and the closing, in Società & Contratti Bilancio & Revisione, 2018, issue 2, 35-45
- Put option and prohibition of leonine pact: between concrete consideration and merit, in Corriere Giuridico, 2019, 238-252.
He has also organized and participated in numerous conferences on the subject of contracts, internal and international, and corporate law.