The present dissertation is dedicated to the Italian Limited Liability Company (LLC) categorized as a “small and medium enterprise” (SME). Specifically, it aims to investigate the regulatory framework applicable to such a company and the feasibility of trading its shares on the capital market. The analysis commences in the first chapter by examining the incorporation of the SME LLC within the Italian legal system, intending to highlight its characteristics and inherent issues primarily stemming from the possibility of exposing a typically “closed” company to the capital market. The discussion, in the second chapter, continues by delving into the concept of “type” and “corporate type” assessing the attributes of the limited liability type both before and after the introduction of the SME LLC. The examination leads to the categorization of the SME LLC within the limited liability type. Furthermore, within the same chapter, attention is directed toward the notion of “small and medium enterprise” as utilized in the provisions concerning the SME LLC, exploring the interpretative criteria available for supplementing the regulatory gaps of this model. The third chapter focuses on the possibility of trading shares of the SME LLC within the capital markets. After analysing the share’s features, it is determined to be a potentially dematerialized tradable security, although its trading in capital markets is not yet realized. In the final chapter, the findings from the analysis are employed to identify the applicable regulatory framework for the SME LLC. Particularly regarding the statutory framework, reasons are elucidated for considering the entire regulation of the limited liability type applicable, while advocating for a restrained analogical application of provisions designated for joint-stock companies. Conversely, concerning statutory autonomy, certain derogable provisions within the new model are identified, simultaneously seeking to delineate the boundaries restricting the curtailment of shareholders’ rights. Finally, several statutory solutions are proposed to mitigate interpretational uncertainties and the risk of litigation.
L’apertura al mercato dei capitali delle s.r.l. piccole e medie imprese: profili tipologici e disciplinari / Greggio, Michele. - (2024 May 20).
L’apertura al mercato dei capitali delle s.r.l. piccole e medie imprese: profili tipologici e disciplinari
GREGGIO, MICHELE
2024
Abstract
The present dissertation is dedicated to the Italian Limited Liability Company (LLC) categorized as a “small and medium enterprise” (SME). Specifically, it aims to investigate the regulatory framework applicable to such a company and the feasibility of trading its shares on the capital market. The analysis commences in the first chapter by examining the incorporation of the SME LLC within the Italian legal system, intending to highlight its characteristics and inherent issues primarily stemming from the possibility of exposing a typically “closed” company to the capital market. The discussion, in the second chapter, continues by delving into the concept of “type” and “corporate type” assessing the attributes of the limited liability type both before and after the introduction of the SME LLC. The examination leads to the categorization of the SME LLC within the limited liability type. Furthermore, within the same chapter, attention is directed toward the notion of “small and medium enterprise” as utilized in the provisions concerning the SME LLC, exploring the interpretative criteria available for supplementing the regulatory gaps of this model. The third chapter focuses on the possibility of trading shares of the SME LLC within the capital markets. After analysing the share’s features, it is determined to be a potentially dematerialized tradable security, although its trading in capital markets is not yet realized. In the final chapter, the findings from the analysis are employed to identify the applicable regulatory framework for the SME LLC. Particularly regarding the statutory framework, reasons are elucidated for considering the entire regulation of the limited liability type applicable, while advocating for a restrained analogical application of provisions designated for joint-stock companies. Conversely, concerning statutory autonomy, certain derogable provisions within the new model are identified, simultaneously seeking to delineate the boundaries restricting the curtailment of shareholders’ rights. Finally, several statutory solutions are proposed to mitigate interpretational uncertainties and the risk of litigation.File | Dimensione | Formato | |
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