Company Management Conflict Resolution, Third-Party Intervention and Governance Models

The paper presents a detailed commentary on the regulation introduced in Italy by Art. 37 of Legislative Decree No. 5/2003, concerning the resolution of conflicts arising with respect to a company's management. In particular, the work sets off by defining key terms, and later progresses by delving into every stage of the discussed regulation. In this context, the author first enumerates the types of companies falling within the purview of Art. 37- not without some criticism as to the exclusion of joint stock companies - and describes the related governance models with a view to their potential for generating conflict over management decisions. After completing this background discussion, the author goes on to define the notion of "conflict" for the purpose of resorting to Art. 37 procedures, which he then describes in a step-by-step fashion. In particular, the most relevant passages discuss (1) the determination of the persons entitled to start Art. 37 conflict resolution procedures; (2) the possible appointment of a "designator" entrusted with the task of selecting the "dispute resolutor"; (3) the possibility to resort to appeals procedures before a further committee established by the company's articles of incorporation; (4) the conflict resolutor's and the (possible) appeals committee's liability, incurred in the performance of their decision-making tasks; (4) the possibility to resort to the judiciary, upon unsatisfactory completion of the conflict resolution procedures