Indice e Abstract Fascicolo 2/2024

Indice

Indice e Abstract Fascicolo 2/2024

Dibattiti

Meiling Huang, La riforma del diritto societario cinese tra eteronomia e autonomia

Abstract: Since the implementation of the Company Law in 1993, China’s company law has undergone several amendments, gradually shifting from an initial focus on state regulation to company autonomy. However, the excessive expansion of company autonomy has, in practice, led to issues such as the abuse of shareholder rights and exploitation of loopholes in the capital system. In response to these challenges, the Company Law 2023 has emerged, introducing sweeping reforms in areas such as company establishment, shareholder rights protection, and governance of state-owned enterprises. These reforms highlight the new law’s significant contribution to balancing company autonomy with state regulation. Accordingly, this paper adopts a historical and comparative approach to trace the legislative development of China’s company law, exploring the dynamic interplay between regulation and autonomy, and uncovering the underlying interactions between power and rights.

Saggi

Lucia Bozzi, Tentativi di traduzione normativa della sostenibilità: la Direttiva relativa al dovere di diligenza delle imprese ai fini della sostenibilità: tanto rumore per nulla?

Abstract: The contribution aims to reflect on “sustainability” from the perspective of the recent Directive Directive (EU) 2024/1760 of the European Parliament and of the Council of 13 June 2024 on corporate sustainability due diligence and amending Directive (EU) 2019/1937 and Regulation (EU) 2023/2859 . For this purpose, it analyzes the rather troubled history (oppure genesis) of the Directive and highlights how the approved version represents a compromise that may be somewhat diminished but still significant. Finally, it questions the validity and limitations of the assumptions underlying the Directive.

Mario Renna, Dinamiche negoziali e sostenibilità ambientale: spunti dai CAM, dall’EPC e dagli accordi di sostenibilità

Abstract: The constitutional reform of articles 9 and 41 favors a reflection on the relationship between private autonomy, commercial contracts and environmental issues. The effectiveness of sustainability can be appreciated through the mandatory rules: in this sense, useful ideas come from the Energy Performance Contracts, from the sustainability agreements (according with Guidelines on the applicability of Article 101 of the Treaty on the Functioning of the European Union to horizontal co-operation agreements) and from the energy and environmental sustainability criteria set off by the new public procurement code.

Luca Sabelli, Accordi verticali nei contratti di distribuzione: il caso Super Bock Bebidas

Abstract: Summoned to make an interpretive statement on resale price maintenance, the Court of Justice of the European Union cautiously, but nevertheless unexpectedly, departs from the traditional conception of resale price maintenance as a restriction of competition by object, moving closer to the rule of reason embraced, now more than a decade ago, by the U.S. Supreme Court in the Leegin case. The paper aims to trace the evolution of vertical restraints in the European experience, with specific reference to the hardcore restriction of resale price maintenance, outlining the most relevant issues addressed by the Court of Justice in the Super Bock Bebidas case, with some applicative and prospective considerations, while waiting to see whether this orientation will be confirmed by future case law.

Ilaria Speziale, La questione dell’influence marketing tra diritto europeo, italiano e francese. Riflessioni a margine del caso «Pandoro Pink Christmas»

Abstract: The paper draws inspiration from the case law affair known as «Pandoro Pink Christmas», which is examined through the lens of the Italian Competition and Market Authority’s ruling of 14 December 2023 and the Court of Turin’s subsequent decision of 23 April 2024. Additionally, the legislative initiative of the so-called «d.d.l Ferragni» is taken into account. This case law provides an opportunity for a broader, comparative analysis of the complex and growing phenomenon of influence marketing, with a particular focus on French law.

Matteo Vitale, Il contributo del diritto privato allo sviluppo sostenibile e gli effetti del “green principle” sul paradigma contrattuale

Abstract: The already eroding divide between public and private law is further diminished by the widespread application of the sustainable development principle. A responsible use of resources and a sustainable exchange and circulation of goods is required to secure the collaboration of the private sector in the new socio-economic and value context, which is defined by the pursuit of sustainability objectives and the significance of the sustainable development concept. Therefore, it is required to reexamine the established private law institutions, taking into account the rise of new supra-individual interests and their implications for property and contract, among other things. Fascinating viewpoints emerge, by not avoiding incorporating concepts already recognized by the different legal systems, as demonstrated in the Italian case, about the property’s “funzionalizzazione” and the merit assessment (“meritevolezza”) made on the “causa” for the contract. Furthermore, we are witnessing the development of novel and creative institutions and ideas that influence private law in the various legal systems. Examples of these are the introduction of the green principle in the Chinese legal system and the innovative “obligation rèelle environnementelle” in France. Thus, the goal of the contribution is to offer an ecologically oriented interpretation of the core components of private law—specifically, the new “sustainable” property and contract—from a comparative standpoint.