Sanna, Claudia (2012) La Responsabilità da attività di direzione e coordinamento. Doctoral Thesis.
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Restricted to until 27 May 2013.
The thesis analyses the legal framework - introduced by the 2003 reform of italian company law- for parent company liability for abuse of the activity of direction and coordination of group of companies.
Such legislastion has indeed solved a few problems while raising at the same time new questions. On one hand, it has enabled to overcome the issue of the legality of the direction and coordination of companies activity and clarified that the direction and coordination activity is diffrent from simple majority shareholding. On the other hand, the new rule has posed many intepretation problems.
The study focuses on the latter, studying cases of direction an coordination not expressly considered by the law, such as those based on a contract of domination or holding physical person.
It then proceeds to analyse the issue of the reparation of damages caused by the parent company to its subsidiaries. The findings are then compared with other forms of corporate liability heretofore regulated only with respect to companies not belonging to a group.
Lastly, after a brief discussion of the theory of compensative advantages, the study identifies wich of the various kinds of existing advantage/disadavantage test is permitted by the new law provisions.
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