Società di capitali amministratrici di società di persone

The present work focuses on a specific aspect of the general issue concerning the possible consequences of the reform of business corporations (“società di capitali”) on the discipline of partnerships (“società di persone”). After the reform of business law enacted with legislative decree n. 6/2003, the majority of the literature, in the light of the provisions of art. 2361 co. 2 civil code and art. 111-duodecies of the regulatory provisions (“disposizioni di attuazione”) of the civil code itself, maintains the possibility for a business corporation to be executive of a partnership. As a matter of fact, whenever all the members of a partnership are actually business corporations, it shall be possible that either one of the latter becomes the executive, either such role is played by a third party, i. e. a non-partner. After displaying the possible advantages and disadvantages stemming from a business corporation managing a partnership, the analysis investigates the legal feasibility of the case in point. First of all, the reasons supporting the theory under which a legal person cannot be manager of a partnership are examined in depth; an overview of the principal EU Member States’ legal systems and of the discipline of the European Economic Interest Grouping and of European Corporate is then provider for. At the outset of such analysis, the author asserts the legal possibility for a legal person to act as manager of a corporation, including a partnership. Afterwards, the investigation covers the issue of the executive-member in the partnerships. Initially, an overview of the literature concerning the legal nature of the management is offered; then, the three different categories of partnership are analyzed, in order to understand whether such legal persons can be managed by a third party (i.e. a non-member). On the basis of the existing strict connection between executive powers and unlimited liability, the author concludes that only the members shall be manager of the partnerships. Another chapter of the thesis is centred, from the one hand, on the textual data that, after the reform of 2003, support the aforesaid conclusion; from the other hand, on the peculiar features of the corporate business that is executive of a partnership. In particular, the attention is focused on the necessity or on the mere opportunity of an article of association explicitly providing that a corporate business can be executive of the partnership; on the practical ways by which the former shall manage the latter (especially on the necessity of nominating a permanent representative of the legal person and on the possibility to designate the procurators to this end); on the disclosure obligations applicable to the case in point.

Business Clusters in Eastern Europe: Policy Analysis and Cluster Performance

Clusters have increasingly become an essential part of policy discourses at all levels, EU, national, regional, dealing with regional development, competitiveness, innovation, entrepreneurship, SMEs. These impressive efforts in promoting the concept of clusters on the policy-making arena have been accompanied by much less academic and scientific research work investigating the actual economic performance of firms in clusters, the design and execution of cluster policies and going beyond singular case studies to a more methodologically integrated and comparative approach to the study of clusters and their real-world impact. The theoretical background is far from being consolidated and there is a variety of methodologies and approaches for studying and interpreting this phenomenon while at the same time little comparability among studies on actual cluster performances. The conceptual framework of clustering suggests that they affect performance but theory makes little prediction as to the ultimate distribution of the value being created by clusters. This thesis takes the case of Eastern European countries for two reasons. One is that clusters, as coopetitive environments, are a new phenomenon as the previous centrally-based system did not allow for such types of firm organizations. The other is that, as new EU member states, they have been subject to the increased popularization of the cluster policy approach by the European Commission, especially in the framework of the National Reform Programmes related to the Lisbon objectives. The originality of the work lays in the fact that starting from an overview of theoretical contributions on clustering, it offers a comparative empirical study of clusters in transition countries. There have been very few examples in the literature that attempt to examine cluster performance in a comparative cross-country perspective. It adds to this an analysis of cluster policies and their implementation or lack of such as a way to analyse the way the cluster concept has been introduced to transition economies. Our findings show that the implementation of cluster policies does vary across countries with some countries which have embraced it more than others. The specific modes of implementation, however, are very similar, based mostly on soft measures such as funding for cluster initiatives, usually directed towards the creation of cluster management structures or cluster facilitators. They are essentially founded on a common assumption that the added values of clusters is in the creation of linkages among firms, human capital, skills and knowledge at the local level, most often perceived as the regional level. Often times geographical proximity is not a necessary element in the application process and cluster application are very similar to network membership. Cluster mapping is rarely a factor in the selection of cluster initiatives for funding and the relative question about critical mass and expected outcomes is not considered. In fact, monitoring and evaluation are not elements of the cluster policy cycle which have received a lot of attention. Bulgaria and the Czech Republic are the countries which have implemented cluster policies most decisively, Hungary and Poland have made significant efforts, while Slovakia and Romania have only sporadically and not systematically used cluster initiatives. When examining whether, in fact, firms located within regional clusters perform better and are more efficient than similar firms outside clusters, we do find positive results across countries and across sectors. The only country with negative impact from being located in a cluster is the Czech Republic.

Understanding the Combined Role of Internal and External Factors in New Service Development Process within the Professional Knowledge Intensive Business Service Firms

Our research asked the following main questions: how the characteristics of professionals service firms allow them to successfully innovate in exploiting through exploring by combining internal and external factors of innovation and how these ambidextrous organisations perceive these factors; and how do successful innovators in professional service firms use corporate entrepreneurship models in their new service development processes? With a goal to shed light on innovation in professional knowledge intensive business service firms’ (PKIBS), we concluded a qualitative analysis of ten globally acting law firms, providing business legal services. We analyse the internal and factors of innovation that are critical for PKIBS’ innovation. We suggest how these firms become ambidextrous in changing environment. Our findings show that this kind of firms has particular type of ambidexterity due to their specific characteristics. As PKIBS are very dependant on its human capital, governance structure, and the high expectations of their clients, their ambidexterity is structural, but also contextual at the same time. In addition, we suggest 3 types of corporate entrepreneurship models that international PKIBS use to enhance innovation in turbulent environments. We looked at how law firms going through turbulent environments were using corporate entrepreneurship activities as a part of their strategies to be more innovative. Using visual mapping methodology, we developed three types of innovation patterns in the law firms. We suggest that corporate entrepreneurship models depend on successful application of mainly three elements: who participates in corporate entrepreneurship initiatives; what are the formal processes that enhances these initiatives; and what are the policies applied to this type of behaviour.