SHAPING THE DUTY OF LOYALTY: A COMPARISON BETWEEN THE US AND THE ITALIAN APPROACH

The work will focus on the influences that US law had on Italian law as far as the duty of loyalty is concerned. To be more precise, it will analyze the current system and its lack of efficiency, with regard to art. 2391 cc, para. 3. The work will propose a change in the approach to reach the annulment of a deliberation made without all due information, placing the burden of proving the fairness of the operation on those who did not respect the pre-set procedure laid out at art. 2391, paras. 1 and 2 cc, following the perspective adopted by many US statutes.