THE “OVERCOMING OF LEGAL PERSONALITY”: SOME CONSIDERATIONS IN THE LIGHT OF ITALIAN COMPANY LAW - DOI: 10.12818/P.0304-2340.2024v84p417

Abstract

The so-called piercing of corporate veil is an
instrument that doctrine and jurisprudence
have developed to offer protection against
particular cases of abuse of rights. The
regulatory solutions are very diverse in the
legislation of the nation states (and in EU
law). The Italian civil code does not provide
for a general prohibition of abuse, but with
the reform of company law (2003) and
bankruptcy law (2019), new institutions have
been introduced to counter abuse of rights.
The present investigation examines whether:
i) with the new provisions under Italian law,
piercing of corporate veil is still useful or
required; ii) a positive law regulation typifying
abuse cases is useful.

KEYWORDS: Rights (abuse of). Corporate
veil (piercing of). Limited liability (piercing
of). Holding liability due to the ‘management
and coordinaüon’ of its subsidiaries. Loan
of shareholders (postponed until the other
creditors have been satisfied). Directors’
liability. Shareholders liable for the debts incurred by the company (cases of). “De facto
super-company” (bankruptcy of).