Società semplice controllante di società di capitali e attività di direzione e coordinamento

[Autom. eng. transl.] The work takes its cue from the widespread phenomenon that sees a simple company (often operating as a "family safe": that is, as a "corporate container" of all or part of the family assets) holding a controlling interest in one or more joint-stock companies ( it is one of the assets - generally the main one - that make up the family patrimony) and aims to verify whether the presumption of direction and coordination prescribed by art. 2497-sexies of the Italian Civil Code The work, retracing the distinction between corporate control and management and coordination activities, excludes that this presumption can be realized with reference to a simple parent company: this is because the management and coordination activity is a specification of the commercial enterprise activity, while the simple partnership is not a commercial company form, which is therefore precluded from a corporate object coinciding with a commercial enterprise activity. The consequence of this conclusion is that the subsidiary must not apply, towards the parent company, the discipline of management and coordination and, in the first place, fulfill the disclosure obligations established by art. 2497-bis of the Italian Civil Code Unless the subsidiary company ascertains that the parent company actually exercises management and coordination (this must be done through the circumstantial method), in which case there is also a problem of (re) qualification of the parent company itself.