Abstract
The notion of extraordinary transactions is empirical, not theoretical.
The attempt to provide a systematic treatment, adopting conceptual criteria organized
around categories such as “continuity” or “modification of the corporate
statutes” are destined to fail or yield no cognitive or operational gain. Almost
all the extraordinary transactions are historically born as facilitations of
operations that required different company steps and that for this reason had
high transaction costs. Simplification is achieved by transforming this series of
operations – each subject to formal and substantial requirements and normally
to a stamp duty – into a single corporate transaction. The example of the merger
(historically born as “dissolution without liquidation”, as still read in the EU directive
2017/1132) is significant. Since the simplification of the operation structure,
which is the practical purpose of the law, does not cover all relevant interests,
especially of third parties (but also, sometimes, dissenting shareholders),
the protection of such interests must however be considered in the discipline of
fusion, without thinking that it is self-sufficient.
Titolo tradotto del contributo | [Autom. eng. transl.] Legal framework, typicality and polymorphism of extraordinary transactions |
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Lingua originale | Italian |
pagine (da-a) | 285-316 |
Numero di pagine | 32 |
Rivista | RIVISTA DI DIRITTO SOCIETARIO |
Volume | 2019 |
Stato di pubblicazione | Pubblicato - 2019 |
Keywords
- Companies - Extraordinary Transactions - Mergers
- Società - Operazioni straordinarie - Fusioni