Responsabilità degli amministratori di società di capitali tra business judgment…

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DC Field	Value
dc.identifier	ECF_article_1793
dc.title	Responsabilità degli amministratori di società di capitali tra business judgment rule e limiti all'insindacabilità delle scelte di gestione
dc.contributor.author	Mansoldo Sofia
dc.publisher	Edizioni Ca’ Foscari - Digital Publishing
dc.type	Research Article
dc.language.iso	it
dc.identifier.uri	http://edizionicafoscari.it/en/edizioni4/riviste/ricerche-giuridiche/2017/2/responsabilita-degli-amministratori-di-societa-di/
dc.description.abstract	The author comments on the recent decision of the Supreme Court concerning the important issue of directors’ duties and responsibilities. The judgment of June 22nd 2017, n. 15470, invokes the business judgment rule which is a lega principle that grants directors, managers and agents of a company immunity from lawsuits relating to corporate transactions when it is found that they have acted in good faith and in the best interest of the company. If it is correct to state that the bad management of the directors is likely to generate a responsibility for them in violation of the duties imposed by the law, it is equally true that the business judgment rule protects the content of management decisions in terms of convenience but also of opportunities, profitability and profitability, except on the assumption of evident irrationality. In the case in point the Court ruled that the business judgment rule cannot be applied because of the irrational decisions made by the director in the absence of an adequate decision-making process.
dc.relation.ispartof	Ricerche giuridiche
dc.relation.ispartof	Vol. 6 \| Issue 2 \| December 2017
dc.issued	2017-12-18
dc.dateAccepted	2018-09-12
dc.dateSubmitted	2018-07-30
dc.identifier.issn
dc.identifier.eissn	2281-6100
dc.rights	Creative Commons Attribution 4.0 International Public License
dc.rights.uri	http://creativecommons.org/licenses/by/4.0/
dc.identifier.doi	10.30687/Rg/2281-6100/2017/14/009
dc.peer-review	yes
dc.subject	Business Judgment Rule
dc.subject	Business Judgment Rule
dc.subject	Diligence duty
dc.subject	Diligence duty
dc.subject	Directors’ duties and responsibilities
dc.subject	Directors’ duties and responsibilities
dc.subject	Manager choices incontestability
dc.subject	Manager choices incontestability

Research Article
open access peer reviewed

Responsabilità degli amministratori di società di capitali tra business judgment rule e limiti all'insindacabilità delle scelte di gestione

Sofia Mansoldo Dottoranda di ricerca in Diritto, mercato e persona nell’Università Ca’ Foscari Venezia, Italia

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abstract

The author comments on the recent decision of the Supreme Court concerning the important issue of directors’ duties and responsibilities. The judgment of June 22nd 2017, n. 15470, invokes the business judgment rule which is a lega principle that grants directors, managers and agents of a company immunity from lawsuits relating to corporate transactions when it is found that they have acted in good faith and in the best interest of the company. If it is correct to state that the bad management of the directors is likely to generate a responsibility for them in violation of the duties imposed by the law, it is equally true that the business judgment rule protects the content of management decisions in terms of convenience but also of opportunities, profitability and profitability, except on the assumption of evident irrationality. In the case in point the Court ruled that the business judgment rule cannot be applied because of the irrational decisions made by the director in the absence of an adequate decision-making process.

Published

Dec. 18, 2017

Accepted

Sept. 12, 2018

Submitted

July 30, 2018

Language

Keywords: Directors’ duties and responsibilities • Diligence duty • Business Judgment Rule • Manager choices incontestability

Copyright: © 2017 Sofia Mansoldo. This is an open-access work distributed under the terms of the Creative Commons Attribution License (CC BY). The use, distribution or reproduction is permitted, provided that the original author(s) and the copyright owner(s) are credited and that the original publication is cited, in accordance with accepted academic practice. The license allows for commercial use. No use, distribution or reproduction is permitted which does not comply with these terms.

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