Questioni in tema di "unico azionista"

[Autom. eng. transl.] The AAs, noting the judgments in review on the subject of the sole shareholder of joint-stock companies, note how the United Sections, changing a previous case-law, have affirmed the applicability of the art. 2362 of the Italian Civil Code to the single shareholder even if a legal person, and how the Milan Court of Appeal reiterated this rule and also ruled to escape the application of the law. They also note how the Cassation has affirmed the competence of the Italian judge to know the responsibilities, pursuant to art. 2632 of the Italian Civil Code, of the sole shareholder of joint stock companies based in Italy, even if the only shareholder is a foreigner. This sentence seems to the AA. fundamentally correct in identifying the moment and therefore the place where unlimited liability arises pursuant to art. 2632 cc, but exposes itself to criticism when it proposes an absolute parallelism between applicable law and jurisdiction. Regarding the question of the applicability of the art. 2632 of the Italian Civil Code to corporate members, the AA. commented the sentence with satisfaction, also adhering to his motivation. With regard to the decision of the Court of Appeal of Milan, the AA. they express their consent in principle with the approach followed by the College, but express doubts, especially in the future, on the congruity of the decision with respect to the facts that emerged during the course of the case, and hope that in the near future the Cassation will decide to tackle the problem of the "screen" of the legal personality in a less formalistic way, making available to the judges of merit a tool widely tested abroad, such as that of the "Durchgriff", rather than leaving the result of the decisions, to the casual severity in the verification of simulated headings.