LA REVOCA DEGLI AMMINISTRATORI DELLE SOCIETÀ AZIONARIE DI PROVIDING IN HOUSE

This article concerns the removal of directors in “in-house providing” companies. Firstly, the author examines the interests arising from the legal discipline of the removal of directors in Italian company law and analyses two topics: the just cause to remove directors and, conversely, the right of the latter to receive a compensation if revoked before the expiry date of the assignment without a just cause. Secondly, the author traces the origins of in-house companies in the ECJ case law and the subsequent regulatory evolution, focusing on the requirement of “similar control” (namely, a control which is similar to that which a public authority exercises over its own departments). Finally, he addresses the impact of the aforesaid “similar control” on the discipline of the removal of directors, highlighting how any clauses concerning directors’ upfront waiver of their compensation right, pursuant to art. 2383 C.C., may be used to enforce the power of “similar control”.