Papers by Demetrio Maltese
RePEc: Research Papers in Economics, 2021
The Cambridge Law Journal, 2013
Rivista di diritto societario, 2022
Muovendo da una pronuncia statunitense, il lavoro si sofferma sull'analisi della seguente questio... more Muovendo da una pronuncia statunitense, il lavoro si sofferma sull'analisi della seguente questione giuridica: è possibile, in base al diritto societario italiano, formalizzare un patto parasociale che, anche solo alternativamente ed in occasione di una fusione, (i) disciplini l’esercizio del diritto di voto e, in tal modo, precluda la venuta ad esistenza del presupposto del dissenso (o dell’astensione) da cui dipende l’esercizio del diritto di recesso; ovvero, prescindendo dal momento del voto, (ii) ponga comunque un divieto negoziale di farne esercizio? Nel dare risposta a tale quesito, l'articolo rileva come, sebbene in base all'orientamento predominante un accordo di tal fatta sia probabilmente destinato a rivelarsi invalido, constino elementi positivi in considerazione dei quali appare possibile difendere la tesi opposta. Non si manca di sottolineare, però, come tale più liberale tesi richieda ulteriori approfondimenti utili, tra l'altro, a validare, dal punto di vista sistematico, gli argomenti su cui essa si regge.
The aim of the paper is to investigate whether it is desirable that public companies report their... more The aim of the paper is to investigate whether it is desirable that public companies report their Corporate Social Responsibility-related activities through their financial reports. Indeed, CSR-related activities create both positive and negative externalities that are difficult to assess. However, by employing IAS/IFRS standards, companies can report these externalities in a manner analogous to intangible assets. If companies reported CSR-related activities, they would monetise such externalities, and would thus be incentivized to engage in ethical actions and/or refrain from unethical ones. The underlying assumption is that this is desirable for reasons of efficiency and justice, in the meaning explained in the paper. The arguments proceed as follows. First, the paper analyses the evolution of CSR theories to then show how EU law makes room for accommodating CSR stances. It will be demonstrated how this is also true for Italian corporate law. Second, the paper addresses whether companies really need to have CSR-related information included in their balance sheets and, ultimately, in their financial reports. The ultimate answer will be yes, given the twofold crucial function that these tools absolve in the EU context. The third part of the paper further articulates this answer, by showing how companies might resort to IAS/IFRS principles that regulate intangible assets to report their CSR-related activities.
Breve notizia su una recente sentenza statunitense.
The aim of this paper is to investigate which conceptual place long-term contracts have within th... more The aim of this paper is to investigate which conceptual place long-term contracts have within the legal system and how the theory on relational contracts fits within a general theory of justice that has an objectification in a doctrine of good faith.
We present a definition of commercial long-term contracts and give examples as to understand how, within the wide range of contracts that can fall within this definition, some can have an organisational colour. After this, we examine the good faith
doctrine as understood and employed in both common and civil law jurisdictions; the paper provides the analysis of a recent civil law case involving a distributorship agreement and the function of abuse of right. Nevertheless, the focus is mainly on good faith as a generally accepted clause in European jurisdictions, that is paving its way to general acceptance in common law jurisdictions too.
Lastly a brief explanation on how law and economics can help us in descriptively understanding the interplay between contract law and trust games is given, so as to have also a normative insight on why granting judges such a discretional power does not only achieve justice and fairness but also efficient outcomes for business players.
A contribution focusing on Italian agricultural partnerships solicited for a treatise on Italian ... more A contribution focusing on Italian agricultural partnerships solicited for a treatise on Italian partnerships.
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Papers by Demetrio Maltese
We present a definition of commercial long-term contracts and give examples as to understand how, within the wide range of contracts that can fall within this definition, some can have an organisational colour. After this, we examine the good faith
doctrine as understood and employed in both common and civil law jurisdictions; the paper provides the analysis of a recent civil law case involving a distributorship agreement and the function of abuse of right. Nevertheless, the focus is mainly on good faith as a generally accepted clause in European jurisdictions, that is paving its way to general acceptance in common law jurisdictions too.
Lastly a brief explanation on how law and economics can help us in descriptively understanding the interplay between contract law and trust games is given, so as to have also a normative insight on why granting judges such a discretional power does not only achieve justice and fairness but also efficient outcomes for business players.
We present a definition of commercial long-term contracts and give examples as to understand how, within the wide range of contracts that can fall within this definition, some can have an organisational colour. After this, we examine the good faith
doctrine as understood and employed in both common and civil law jurisdictions; the paper provides the analysis of a recent civil law case involving a distributorship agreement and the function of abuse of right. Nevertheless, the focus is mainly on good faith as a generally accepted clause in European jurisdictions, that is paving its way to general acceptance in common law jurisdictions too.
Lastly a brief explanation on how law and economics can help us in descriptively understanding the interplay between contract law and trust games is given, so as to have also a normative insight on why granting judges such a discretional power does not only achieve justice and fairness but also efficient outcomes for business players.