Francesco Vella

Diritto e sviluppo delle piccole e medie imprese: la riforma delle società di capitali

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The article discusses the main features of the recent reform of Italian corporate law. The general aim behind the reform was to favour the growth and competitiveness of firms, also by facilitating their access to financial markets. The reform has dramatically changed the characteristics of SRL (limited companies) and of S.p.A. (corporations). Under the pre-reform legislation, the SRL was very similar to a S.p.A.; with the new law it more closely resembles a partnership while at the same time retaining limited liability for its owners. The new law has also introduced the possibility of differentiating control and cash flow rights for specific categories of owners thus increasing the possibility of raising external funds. In the case of the S.p.A. the main innovations concern the ways of accessing external finance and the possibility of choosing between different governance structures (the traditional, the dualistic or the monistic model). Moreover for both the SRL and the S.p.A. the reform has introduced a significant degree of statutory autonomy, so that entrepreneurs are free to choose the governance structure that best suits their specific needs. The article discusses the problems that are still open concerning the implementation of the reform and its ability to fulfill the declared aims.

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