Clausole di covendita e trascinamento

Through this monographic work, we have attempted to expose in the most faithful way possible the function and possible placement in our legal system - with a specific reference to the perimeter of company law - of the co-sale and drag-on clauses, better known in international contractual practice such as tag and drag along clauses. In particular, we attempted to analyze all the problems underlying the correct transposition of the drag clauses into the statutory sphere of joint-stock companies, with a privileged reference to the concept of so-called "fair valorisation", it also dealt with the recent comparison - currently underway in the most recent jurisprudence - of the latter with the Russian roulette clauses, underlining differences and possible affinities, as well as finally the use of these atypical agreements in of new forms of start-ups, as well as "innovative" SMEs, which resort to raising capital through online portals and which have decided, for this purpose, to take on the legal status of LLC