Rivista del Diritto Commerciale e del diritto generale delle Obbligazioni

Abstract: In Italian company law there are at present two trends that at first glance seem to be opposed: in case-law a tendency which, for the purpose of increasing the protection of the members, seek to identify competences additional to the provisions of law; in legislation a tendency which, for the purpose of making the directors accountable for the failure of the company, asserts their exclusive managerial competence. It must therefore be asked not only whether these trends are really able of pursuing the aims they propose, but also how the technical terms necessary for their application should be defined: between them, first of all, the notion of management of the company. In this respect the article proposes to carry out the investigation through an analysis of the regulatory data, not as usual of the business practice, with the possibility in this way to identify different meanings for the different types of company.

Keywords: Shareholders’ Rights — Directors’ Powers — Management of the Firm — Types of Companies.