Research Handbook on Directors’ Duties

Research Handbook on Directors’ Duties

Research Handbooks in Corporate Law and Governance series

Edited by Adolfo Paolini

Directors’ duties and liabilities have become the centre of a general legal discussion following the 2008 financial scandal that resulted in global recession. Questions have arisen regarding the ways in which the directors of the world’s major financial institutions have handled their duties and how their decisions have impacted investors, shareholders and consumers. This detailed Handbook discusses the nature of the relationship between a company and its directors, assessing issues such as how duties are discharged, liabilities that may arise and what interests directors should consider before embarking on commercial ventures.

Chapter 5: Directors’ duties in Italy

Carlo Amatucci

Subjects: law - academic, company and insolvency law, comparative law, corporate law and governance


In contrast to other jurisdictions, where the interests to be pursued by directors are clearly defined, a very distinctive feature of Italian Company Law is the lack of clarity in how directors have to discharge their fiduciary duties. Directors’ duties are numerous and heavily regulated by the Civil Code, mainly through the lens of directors’ liability. The key feature is traditionally interpreted as an implicit recognition of the directors’ duty to enhance the shareholder value. Notwithstanding, there is considerable debate about the idea that shareholders’ interests cannot be merely reduced to the distribution of dividends. The shareholder value should be based–and this strongly influences directors’ duties–on a long-term perspective and characterized by the limits set by the law in several fields including labour law, environmental protection, product liability and quality standards, trade transparency etc. On this premise, the chapter analyses the core fiduciary duties of Italian directors in public and private companies.

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