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.

Non-Linear Analysis and Design of Synchronous Bearingless Multiphase Permanent Magnet Machines and Drives

A two-dimensional model to analyze the distribution of magnetic fields in the airgap of a PM electrical machines is studied. A numerical algorithm for non-linear magnetic analysis of multiphase surface-mounted PM machines with semi-closed slots is developed, based on the equivalent magnetic circuit method. By using a modular structure geometry, whose the basic element can be duplicated, it allows to design whatever typology of windings distribution. In comparison to a FEA, permits a reduction in computing time and to directly changing the values of the parameters in a user interface, without re-designing the model. Output torque and radial forces acting on the moving part of the machine can be calculated. In addition, an analytical model for radial forces calculation in multiphase bearingless Surface-Mounted Permanent Magnet Synchronous Motors (SPMSM) is presented. It allows to predict amplitude and direction of the force, depending on the values of torque current, of levitation current and of rotor position. It is based on the space vectors method, letting the analysis of the machine also during transients. The calculations are conducted by developing the analytical functions in Fourier series, taking all the possible interactions between stator and rotor mmf harmonic components into account and allowing to analyze the effects of electrical and geometrical quantities of the machine, being parametrized. The model is implemented in the design of a control system for bearingless machines, as an accurate electromagnetic model integrated in a three-dimensional mechanical model, where one end of the motor shaft is constrained to simulate the presence of a mechanical bearing, while the other is free, only supported by the radial forces developed in the interactions between magnetic fields, to realize a bearingless system with three degrees of freedom. The complete model represents the design of the experimental system to be realized in the laboratory.