This is a long note that discusses a decision of the Tribunal of Milan denying inspection powers to an independent director of a consortium. This is clearly arbitrary , since the decision is based on the basis of an inexistent analogy between a consortium and a joint stock company, while there are other more credible candidates for such analogy (such as limited liability companies and partnerships). This also gives an opportunity for criticizing one of the most popular assumptions on the inspection powers of independent directors in joint sock companies. According to this interpretation, they should not have autonomous access to the company’s administration in order to inspect the accounting or collect other information. This view is criticized on the argument that directors should not have fewer powers than the shareholders who do not take part in the company’s affairs. However, the law grants extensive inspection rights to shareholders of limited liability companies and there is no rational need to diversify their position in respect of the directors.

Spolidoro, M. S., Poteri di controllo degli amministratori "non delegati" nelle società per azioni, <<GIURISPRUDENZA COMMERCIALE>>, 2013; 2013 (II): 1073-1090 [http://hdl.handle.net/10807/62784]

Poteri di controllo degli amministratori "non delegati" nelle società per azioni

Spolidoro, Marco Saverio
2013

Abstract

This is a long note that discusses a decision of the Tribunal of Milan denying inspection powers to an independent director of a consortium. This is clearly arbitrary , since the decision is based on the basis of an inexistent analogy between a consortium and a joint stock company, while there are other more credible candidates for such analogy (such as limited liability companies and partnerships). This also gives an opportunity for criticizing one of the most popular assumptions on the inspection powers of independent directors in joint sock companies. According to this interpretation, they should not have autonomous access to the company’s administration in order to inspect the accounting or collect other information. This view is criticized on the argument that directors should not have fewer powers than the shareholders who do not take part in the company’s affairs. However, the law grants extensive inspection rights to shareholders of limited liability companies and there is no rational need to diversify their position in respect of the directors.
Italiano
Spolidoro, M. S., Poteri di controllo degli amministratori "non delegati" nelle società per azioni, <>, 2013; 2013 (II): 1073-1090 [http://hdl.handle.net/10807/62784]
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Utilizza questo identificativo per citare o creare un link a questo documento: http://hdl.handle.net/10807/62784
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