Contractual freedom and majority rule: comparing Italian and French private companies

Abstract

The paper represents a speech held in an Italian-French scholars’ seminar and concerns the comparison between the Italian limited liability company and the French société anonyme simplifié in the light if their access to capital market. The phenomenon is the result in both systems of a legislative innovation along the line of the incentive to opening the closed companies to the capital market. Despite of the intentions, however, it brings with several applicative problems given the tendentially unsuitable structure of these companies to represent and protect the interests of outside investors. In this regard, the Italian legal system has not adopted detailed regulations, leaving the solution of the problem to the work of the interpreters, while the France legislator has constructed the rules in such a way that them can be either dispensed with, or added to, along the line of the société anonyme’s regulations, depending on the case. The French solution is useful in guiding the elaboration of the same paradigms with regard to the Italian liability company.