La responsabilità degli amministratori per danno diretto nelle società di capitali

This PhD thesis aims to analyse the directors’ civil liability in “società per azioni” (public companies limited by shares) and “società a responsabilità limitata” (private limited companies) to individual shareholders or third parties directly damaged by the directors’ negligent or intentional acts, pursuant to Articles 2395 and 2476, paragraph 7, of the Italian Civil Code. First of all, the traditional issues concerning the rationales, the protected interests and the area of compensation are examined. Then, attention is paid to the evolution of the scope of such rules. Artt. 2395 and 2476, par. 7, C.C. are evaluated as instruments of private enforcement of the new directors’ duties on corporate sustainability due diligence and reporting. The thesis consists in justifying Artt. 2395 and 2476, paragraph 7 C.C. on the ground of the corporate structure. Such mandatory rules are functional to recognize and limit the recovery of the single shareholder’s and third party’s loss, in order to preserve the principles of limited liability of the company and centralized management towards the board of directors. This is argued in the light of the letter, history, legal framework and comparative study of Artt. 2395 and 2476 C.C., as well as case law and doctrinal contributions relating to these rules. The study is qualified by the method of investigation and by the reconstructive results. On one hand, the research integrates the theoretical analysis with the applicative one. On the other one, it leads to assessing Artt. 2395 and 2476, par. 7, C.C. by moving from the management duty breached better than from the loss suffered by the shareholder or the third party. This point of view is developed with regard to the “no reflective loss” cases considered most problematic and new and distinguishing between closed, group, listed and financial company models. The same approach helps to highlighting the main management rules affecting the ‘individual’ and ‘external’ interests and to specifying the boundaries of the directors' civil liability with respect to the specific categories of shareholders and stakeholders and in relation to the different, concrete corporate types and dynamics.