Edited by Adolfo Paolini
Chapter 5: Directors’ duties in Italy
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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