The Anatomy (or Post Mortem) of a Peculiar Legal Concept in the Italian Company Law: the Separate Fund

Pierre De Gioia-Carabellese, Nicola Cecchetto

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    The separate fund (or patrimoni destinati ad uno specifico affare) is a concept introduced as a result of the Italian company law reform a decade ago to “celebrate” a supposedly innovative way to do business: in a nutshell, a fraction up to ten per cent of the assets of a company to be prospectively isolated from the company of origin in force of a resolution of its Board of Directors, and set up ad hoc to carry out business by itself, duly endowed with a high degree of autonomy in terms of liabilities, albeit under the management of the “parent entity”.
    Close to the celebration of the tenth anniversary of this novelty within the Italian jurisprudence, the present work, in looking at this specific “Italian job” from a British perspective, aims to explore the physiognomy of this legal notion (de facto a “unique factor” within the spectrum of the different legislations, at least at European level), in order to possibly unearth logical and hermeneutical issues shrouded around the “new” concept, its inextricable conceptual pitfalls and the potential hazardous implications for the businesses operating in that jurisdiction.
    Some Italian jurists, at the origin of the separate fund, in all likelihood envisaged an efficient “legal device” for their reformed corporate legislation; in reality, with hindsight and in cogitating on the findings of this contribution, it may not be too speculative to affirm that, in reality, sadly and despite the omen of some Italian unheard Cassandras, the curiosity of the Italian legislator killed the cat!
    Original languageEnglish
    Pages (from-to)45-50
    Number of pages5
    JournalEuropean Company Law
    Issue number2
    Publication statusPublished - 1 Jun 2013


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