IL CONFLITTO TRA SOCI NELLA S.R.L.

The work attemps to discuss the problem of internal conflicts between majority and minority shareholders of SRL. The strong relationships among the members of this type of corporation is a considerable organizational advantage because the greater cohesion and disciplining effect created by shared a common view, reduces the cost of control and supervision. But this advantage has also a dark side: in closed corporation minority shareholders are particularly at risk due to the interaction of various factors. These factors include the majority principle for shareholders’ resolution, private ordering for internal relationships, a stable majority, the lack of a liquid secondary market, no reliable mechanism for determining the value of the shares and restricted judicial review of business policy decisions. To address this problem, the first part of the work identifies typical conflicts (of interest) and regulatory requirements arising in SRL, discussing different regulatory goals, content and forms. Chapter two addresses the various instruments developed for the solution of majority-minority conflicts: the general clause of fiduciary duties, limiting the influential power of majority shareholder, protects minority from oppressive conduct; voice and exit rights for shareholders serve to enforce minority protection. The third section predominantly focuses on the importance of private arrangements as a way to regulate the relation between shareholders, the purpose is to enlight that for SRL a complete offer of regulating provisions by the state legislature is preferable. In this way, sample articles of association can therefore ‒ with optional law ‒ apply as fall-back or catch all regulations.