This short essay, prepared as the text of a talk for a conference on shareholders' agreements, examines what I consider one of the most puzzling and overlooked issues of US corporate law and securities regulation. The issue is why agreements among shareholders are not often used as control...

The advent of new predictive and informative technologies gives new instruments to design legal norms that do not draw on rough generalizations (minors vis-a-vis adults, consumers vis-a-vis traders, etc.), but are purported to meet the actual need of protection of single individuals in the...

In this short essay, written for a recent conference, I discuss critically the value of announcing in the corporate bylaws or other documents generic corporate purposes. I submit that these formulas - let them be inspired by shareholders or stakeholders primacy - are of little legal consequence....

This Article examines the reaction of the Italian legal system to the enactment of the European directive on takeover bids. Taking into account the interaction between the European and the national regulations of financial markets, I provide a description of the current Italian law on tender...

This paper explores the Italian reform of corporate governance of 2003, which, for the first time, allowed corporations to choose among three different models of governance in part inspired by foreign legal systems. Italian corporations have three governance options. First, corporations may...

After providing an overview of the regulatory framework for early warning tools and informal non-collective preventive procedures focused on facilitating negotiations with creditors outlined in the draft restructuring directive, issued on November 22, 2016, this Article focuses on the...

The real dynamics of U.S. regulatory competition in corporate law are often misunderstood. As convincingly demonstrated by some authors (Kahan and Kamar), most States are not actively engaged in the market for charters, and Delaware's position is substantially unchallenged. From this starting...

European Directives, from the Fourth Directive to Directive 2013/34/EU, tried to tear the Accounting's Tower of Babel down more than once. The present essay, after considering the gradual evolution of EU regulation towards harmonization in the field, will explain: (i) the significant effects of...

In this paper, we provide an overview of the Italian legislation on interlocking directorates and its enforcement in the last decade. Italy is the only EU Member State to have introduced a specific anti-interlocking provision aimed at promoting competition in the banking, insurance, and...