Art. 2361 codice civile

Translated title of the contribution: [Autom. eng. transl.] Art. 2361 civil code

Research output: Chapter in Book/Report/Conference proceedingChapter

Abstract

[Autom. eng. transl.] The work constitutes a comment to the art. 2361 of the Civil Code, that is to the rule that establishes the limits and conditions for the acquisition of shareholdings in other companies by a joint-stock company. It is divided into three parts. The first part is devoted to the problems of a case in point: trying to establish, first of all, what are the holdings that by the size and object of the investee company can change the business purpose of the company that intends to purchase them; secondly, what are the holdings that involve unlimited liability for the obligations of the investee company. The second part is dedicated to the problems of discipline: trying to highlight the assumptions to which it is possible to overcome the prohibition imposed on the acquisition of the "modifying" participations and the conditions under which it is possible to purchase the holdings "with unlimited liability". The third part is dedicated to the sanction that applies in the event of violation of the rules of conduct established by the law, with particular attention to the hypothesis in which the acquisition of participations "with unlimited liability" takes place due to a conclusive fact and is added to the acquisition of one or more other subjects, creating a de facto company.
Translated title of the contribution[Autom. eng. transl.] Art. 2361 civil code
Original languageItalian
Title of host publicationLe società per azioni. Codice civile e norme complementari, I
EditorsPietro Abbadessa, Mario Campobasso, Vincenzo Cariello, Umberto Tombari
Pages803-825
Number of pages23
Publication statusPublished - 2016

Publication series

NameLE FONTI DEL DIRITTO ITALIANO

Keywords

  • acquisto partecipazioni
  • partecipazioni a responsabilità illimitata
  • partecipazioni di società
  • partecipazioni modificative dell'oggetto sociale
  • partecipazioni sociali

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