La governance della società di capitale a base familiare: "Protocolo Familiar" e Patti di Famiglia

Family businesses have acquired a very specific gravity in the economy of occidental countries, generating most of the employment and the richness for the last ages. In Spain Family Businesses represent the 65% about the total of enterprises with 1,5 million companies. They give employment to 8 million people, the 80% of the private employment and develop the 65% of the Spanish GNP (Gross National Product). Otherwise, the family business needs a complete law regulation that gives satisfaction to their own necessities and challenges. These companies have to deal with national or international economic scene to assure their permanency and competitiveness. In fact, the statistics about family companies have a medium life of 35 years. European family businesses success their successor process between a 10 and 25%. It’s said: first generation makes, second generation stays, third generation distributes. In that sense, the Recommendation of the European Commission of December 7º 1994 about the succession of the small and medium companies has reformed European internal orders according to make easier successor process and to introduce practices of family companies’ good government. So, the Italian law, under the 14th Law, February 2006, has reformed its Covil Code, appearing a new concept, called “Patto di famiglia”, wich abolish the prohibition as laid dwon in the 458 article about successors’ agreements, admitting the possibility that testator guarantees the continuity of the company or of the family society, giving it, totally or in part, to one or various of its descendents. On other hand, Spain has promulgated the 17th Royal Decree (9th February 2007), that governs the publicity of family agreements (Protocolos familiars). These “protocolo familiar” (Family Agreement) are known as accord of wills, consented and accepted unanimously of all the family members and the company, taking into account recommendations and practices of family company’s good government.

Mutualità, governance e gestione delle cooperative ortofrutticole

The objective of the research is to analyze the functioning of the fruit and vegetables cooperatives at regional level (Emilia Romagna), with particular reference to the mutuality purpose that distinguishes them, the institutional structure and the management. On the one hand the research intends to provide a definition and an explanation of the real operation/functioning of the mechanism of the mutualism and governance and on the other hand, to study the internal managerial mechanisms and the levels of functioning of the fruit and vegetable cooperatives with the purpose to provide significant indications on their real economic performance. Following a brief analysis of the market context in which the agricultural cooperatives operate, the works will proceed with a deep analysis of a sample of cooperatives regarding the structure and the forms of organization of the members and those aspects can be connected to the following dynamics: - valorisation of the social contribution (effective levels of internal mutuality); - economic efficiency (and consequent economic-financial trends); - levels of internal efficiency and productivity. The applied methodology is based in a first phase on the reclassification, elaboration and analysis of the balance of the sample enterprises. In this phase the research will give a first insight into the economic-financial and capital investment situation of the fruit and vegetable cooperatives trying to concentrate on the implemented and on the possible financing mechanisms and on the levels of efficiency and effectiveness of the productivity achieved. Subsequently the works will proceed with the realization of a direct survey in form of questionnaires to submit to the responsible persons of the sample cooperatives, in order to highlight/emphasize the critical points in respect to the three main arguments of research: mutuality, governance, management.

I doveri e le responsabilità contabili nella corporate governance delle società di capitali

La costruzione di un modello efficiente di corporate governance deve offrire una disciplina adeguata dei doveri contabili. Ciò nonostante, gli ordinamenti giuridici configurano i doveri di contabilità in modo incompleto, giacché l’inadempimento di questi non comporta una sanzione diretta per il soggetto inadempiente. Come informazione sulla situazione economica e finanziaria della società, esiste un interesse pubblico nella contabilità, e questa può servire come base di giudizio a soggetti interni ed esterni all’impresa, nell’adozione delle sue scelte. Disporre di un’informazione falsa o inesatta al riguardo può comportare un danno ingiustificato alla società stessa, ai soci o ai terzi, che potranno esercitare le azioni precise per il risarcimento del danno cagionato. Per evitare la produzione di questi danni, da una prospettiva preventiva, la corporate governance delle società di capitali può prevedere dei meccanismi di controllo che riducano il rischio di offrire un’informazione sbagliata. Questi controlli potranno essere esercitati da soggetti interni o esterni (revisori legali) alla struttura della società, ed avranno una configurazione diversa a seconda che le società adottino una struttura monistica o dualistica di governance. Questo ci colloca di fronte ad una eventuale situazione di concorrenza delle colpe, giacché i diversi soggetti che intervengono nel processo d’elaborazione dell’informazione contabile versano la sua attuazione sullo stesso documento: il bilancio. Risulta dunque cruciale determinare il contributo effettivo di ciascuno per analizzare il suo grado di responsabilità nella produzione del danno.

Rural governance and livelihoods systems diversification in the Western Balkans: comparative case studies of Bosnia and Herzegovina, Montenegro and Serbia

Agriculture is still important for socio-economic development in rural areas of Bosnia, Montenegro and Serbia (BMS). However, for sustainable rural development rural economies should be diversified so attention should be paid also to off-farm and non-farm income-generating activities. Agricultural and rural development (ARD) processes and farm activity diversification initiatives should be well governed. The ultimate objective of this work is to explore linkages between ARD governance and rural livelihoods diversification in BMS. The thesis is based on an extended secondary data analysis and surveys. Questionnaires for ARD governance and coordination were sent via email to public, civil society and international organizations. Concerning rural livelihood diversification, the field questionnaire surveys were carried out in three rural regions of BMS. Results show that local rural livelihoods are increasingly diversified but a significant share of households are still engaged in agriculture. Diversification strategies have a chance to succeed taking into consideration the three rural regions’ assets. However, rural households have to tackle many problems for developing new income-generating activities such as the lack of financial resources. Weak business skills are also a limiting factor. Fully exploiting rural economy diversification potential in BMS requires many interventions including improving rural governance, enhancing service delivery in rural areas, upgrading rural people’s human capital, strengthening rural social capital and improving physical capital, access of the rural population to finance as well as creating a favourable and enabling legal and legislative environment fostering diversification. Governance and coordination of ARD policy design, implementation and evaluation is still challenging in the three Balkan countries and this has repercussions also on the pace of rural livelihoods diversification. Therefore, there is a strong and urgent need for mobilization of all rural stakeholders and actors through appropriate governance arrangements in order to foster rural livelihoods diversification and quality of life improvement.

Regulating State Aid: Inter-jurisdictional competition, public choice, and corporate governance

Depending on the regulatory regime they are subject to, governments may or may not be allowed to hand out state aid to private firms. The economic justification for state aid can address several issues present in the competition for capital and the competition for transfers from the state. First, there are principal-agent problems involved at several stages. Self-interested politicians might enter state aid deals that are the result of extensive rent-seeking activities of organized interest groups. Thus the institutional design of political systems will have an effect on the propensity of a jurisdiction to award state aid. Secondly, fierce competition for firm locations can lead to over-spending. This effect is stronger if the politicians do not take into account the entirety of the costs created by their participation in the firm location race. Thirdly, state aid deals can be incomplete and not in the interest of the citizens. This applies if there are no sanctions if firms do not meet their obligations from receiving aid, such as creating a certain number of jobs or not relocating again for a certain amount of time. The separation of ownership and control in modern corporations leads to principal-agent problems on the side of the aid recipient as well. Managers might receive personal benefits from subsidies, the use of which is sometimes less monitored than private finance. This can eventually be to the detriment of the shareholders. Overall, it can be concluded that state aid control should also serve the purpose of regulating the contracting between governments and firms. An extended mandate for supervision by the European Commission could include requirements to disincentive the misuse of state aid. The Commission should also focus on the corporate governance regime in place in the jurisdiction that awards the aid as well as in the recipient firm.