I REGOLAMENTI DI GRUPPO

The paper aims to highlight the function of group regulations as instruments of transparency and traceability of the methods with which management and coordination activities are exercised and to identify the perimeter left to private and regulatory autonomy by the principles of proper corporate and business management. To this extent, the first part of the thesis deals with the value of group regulations. After having examined and excluded both the thesis which denies legal relevance to the content of the regulation and the one which gives it contractual value, the prevalent opinion considers the group regulations a physiological manifestation of the activity of management and coordination and as a traceable private tool, albeit with the necessary differences, to the category of private regulations (which covers heterogeneous acts, such as condominium regulations). Under the assumption that the adoption of the regulation constitutes an act of management, the adminitrative body is identified as the one competent to adopt group regulations, without prejudice to the need to call the extraordinary assembly of the subsidiaries in order to change the bylaws anytime it comes into conflict (or at least in friction) with the content of the group regulation. In this regard, it should neverthless be pointed out that even where there is no need for the extraordinary shareholders’ meeting to amend the bylaws, directors should submit the group regulation to shareholders, informing them and asking the shareholders’ meeting for authorization (not for approval) of this instrument. This moving from the assumption that directors can submit to the shareholders' meeting management issues even in the absence of an explicit statutory provision. In the final part of the first chapter it was concluded that the adoption of group regulation makes it a duty for the holding company to carry out the management and coordination activities within the limits provided by the regulation itself. In the second chapter, on the basis of an empirical survey aimed at reconstructing the concrete content of the group regulations adopted in corporate practice, its functions are identified: (i) in terms of regulation of internal group information flows, with regard to - between other - the amount of information to be provided and the time in which it is to be provided; (ii) in relation to the suitability of the group regulation to create legitimate expectations for the minority shareholders and creditors of the holding companies and their subsidiaries about the compliance with its provisions, with a specific analysis of the consequences deriving from the breach of that entrustment, especially in terms of liabilities of the defaulting bodies; (iii) with regard to the use of group regulations as a functional tool in the event of a company crisis to minimize the risk of liability for debt (connected to the application of the so called category “supersocietà di fatto”) and to guarantee creditors and external shareholders of the holding company and the subsidiaries more capitalized. The third chapter deals with the adoption of the regulatory instrument in public groups. After distinguishing between three sub-models (publicly controlled and mixed companies; spurious in houses or in house companies) the survey carried out in the first two chapters regarding private groups is re-proposed in relation to each of such three sub-models, identifying the peculiarity of the group regulation in each of them.