Azioni senza indicazione del valore nominale e disciplina del prezzo minimo di emissione

[Autom. eng. transl.] This article aims to investigate the compatibility of the issue of new shares "under accounting parity" with the art. 8, par. 1, Directive 2012/30 / EU. In this regard, since the art. 2346, fifth paragraph, of the Italian Civil Code, the principle of full coverage of the share capital and art. 8 of the aforementioned directive would be concerned exclusively with protecting social creditors, the practice certainly considers this transaction legitimate: assuming in fact the existence of a ban on issuance under the accounting parity would not add anything more to the protection that creditors already benefit from . In reality, since the function of an institute cannot exist a priori, but only as a consequence of the concrete attitude of its discipline, it seems preferable to believe that the aforementioned prohibition has above all the function of protecting the members against the watering down of their participation in the capital and to the assets of the company, preventing precisely the issuance of new shares below a certain amount rigidly determined in the statute: hence the need for new securities to be always issued at a price higher than their book value, recurring - if necessary - also to a preventive reduction of the nominal capital.