I negozi collegati nel diritto societario

The aim of the research is to analyse the connections between agreements under Company law and the study of legal consequences of such bonds. The research is organized in three main sections. The first part is dedicated to reconstruct the theories of linked contracts and economic operations. It emerges the tendency of the legislator to legislate hypothesis of linked contracts in Business Law in order to achieve more certainty in business transactions. The second section is concentrated over hypothesis of linked contracts in Company Law provided by the legislature. It is therefore analysed the relationship between Company’s Agreements and Shareholders' Agreements, the relationship between Cooperative’s Agreement and Agreements with its own shareholders, the leveraged buy-out operations, the regulation of funding in relation to a specific transaction and the payment for share capital secured in Limited Liability Partnerships (In Italian Company's Law defined as «società a responsabilità limitata»). The third part concentrates on the analysis of a series of court judgements regarding hypothesis of linked contracts created pursuant to the power of autonomy of the parties: the connection between a Company’s Agreement and the agreement to sell a property to the same company; the connection between a Company’s Agreement and a contract between the company and his own shareholder; the connection between a Company’s Agreement and the stipulation of a shared property agreement with a shareholder. The analysis proceeds by focusing on three situations in which the connection is set up in a way to circumvent the law: in the first it is violated the rule to protect the integrity of the share capital, in the second the proper fulfilment of taxes and in the third one the pre-emption clause. The conclusions point out the characteristics of linked contracts in Company Law.