Interesse sociale, interesse di gruppo e interesse collettivo nella regola sulla responsabilità per abuso di direzione unitaria

This paper offers an analysis of art. 2497 c.c., the civil code rule establishing parent company’s liability for abuse of its control power over the subsidiary. The rule facilitates the adoption of decisions which, for the purpose of maximizing group value, may renounce to maximize subsidiary’s value. In this way, the rule permits the execution of some efficient transactions that stricter loyalty standards would not permit, but it raises the cost of equity capital. Group rules address this potential drawback by granting minority shareholders an exit right, in the form of appraisal, when the company enters the group. The exit remedy, however, is ill-designed and thus unlikely to be effective.