RICERCA ITALIANA     

Systems of Governance and Corporate Securities in the Reform of Corporate Law in Italy

Università di Pisa

Abstract

The research has the objective to give a substantive contribution to understand, develop ad finally settle the issues, which are now the core of the academic debate on the reform. The research will analyze, in a comparative perspective and with special attention to the real structure of Italian enterprises, the main legal issues arising from the new systems of corporate governance and from the new regime of corporate securities (special classes of shares and quasi-equity securities).

Principal Investigator

Antonio PIRAS Università di PISA

Research Objectives

The research aims at studying some selected issues in the recent reform of the law of corporations; in particular the objective of the reserch is to give a substantive contribution to understand, develop and finally settle the two issues, which are now the core of the academic debate on the reform:
a) the different systems of corporate governance, which are now provided by the regime of administration and internal control of the corporation;
b) the financial structure of corporation, with special attention to the relationship between the new classes of shares and the forms of equity/debt securities provided by the reform.
The scientific aims of the research can not be achivied, even partially, without the requested financial contribution to the program, because of the actual lack of personal funds of the members of the research group.

Timescale

24 months

National and international background

The analysis will move from the following legal basis.
1) Competition between legal systems in the European Community: the role of the comparative approach. The new italian regime of corporate securities must be analyzed in the context of competition between legal systems in Europe: it is an accepted fact that the famous decisions of the European Court of Justice on the cases "Centros" (1999), "Uberseering" (2002) and "Inspire Art" (2003), together with the stanstill-phase of the harmonization process of European Corporate law, cretaed the basis for the development in the EC of a competition mechanism between Lawgivers in order to attract incorporation of enterprises. According to this phenomenon, it is essential to study the problems which arise from the italian reform, in a comparative perspective. A) In order to understand the new systems of governance, can't be ignored what follows: i) the "one-tier board" and the "two-tiers board. They are alternative models of governance which are tadionally adopted, respectively, by Britisch law and by German law; ii) others legal systems allow to shareholders the option between these different models of corporate governance: this is, in particular, the case of French law (since the reform of corporate law of 1966) and, partially, of Japanese law (since the recent reform of 2001/2002); but there are also States which, in the debate on the projected reforms of corporate law, are considering to introduce this option (for >>>