Gli assetti proprietari e di controllo nell'agroalimentare italiano

The recent default of important Italian agri-business companies provides a challenging issue to be investigated through an appropriate scientific approach. The events involving CIRIO, FERRUZZI or PARMALAT rise an important research question: what are the determinants of performance for Italian companies in the Italian agri – food sector? My aim is not to investigate all the factors that are relevant in explaining performance. Performance depends on a wide set of political, social, economic variables that are strongly interconnected and that are often very difficult to express by formal or mathematical tools. Rather, in my thesis I mainly focus on those aspects that are strictly related to the governance and ownership structure of agri – food companies representing a strand of research that has been quite neglected by previous scholars. The conceptual framework from which I move to justify the existence of a relationship between the ownership structure of a company, governance and performance is the model set up by Airoldi and Zattoni (2005). In particular the authors investigate the existence of complex relationships arising within the company and between the company and the environment that can bring different strategies and performances. They do not try to find the “best” ownership structure, rather they outline what variables are connected and how they could vary endogenously within the whole economic system. In spite of the fact that the Airoldi and Zattoni’s model highlights the existence of a relationship between ownership and structure that is crucial for the set up of the thesis the authors fail to apply quantitative analyses in order to verify the magnitude, sign and the causal direction of the impact. In order to fill this gap we start from the literature trying to investigate the determinants of performance. Even in this strand of research studies analysing the relationship between different forms of ownership and performance are still lacking. In this thesis, after a brief description of the Italian agri – food sector and after an introduction including a short explanation of the definitions of performance and ownership structure, I implement a model in which the performance level (interpreted here as Return on Investments and Return on Sales) is related to variables that have been previously identified by the literature as important such as the financial variables (cash and leverage indices), the firm location (North Italy, Centre Italy, South Italy), the power concentration (lower than 25%, between 25% and 50% and between 50% and 100% of ownership control) and the specific agri – food sector (agriculture, food and beverage). Moreover we add a categorical variable representing different forms of ownership structure (public limited company, limited liability company, cooperative) that is the core of our study. All those variables are fully analysed by a preliminary descriptive analysis. As in many previous contributions we apply a panel least squares analysis for 199 Italian firms in the period 1998 – 2007 with data taken from the Bureau Van Dijck Dataset. We apply two different models in which the dependant variables are respectively the Return on Investments (ROI) and the Return on Sales (ROS) indicators. Not surprisingly we find that companies located in the North Italy representing the richest area in Italy perform better than the ones located in the Centre and South of Italy. In contrast with the Modigliani - Miller theorem financial variables could be significant and the specific sector within the agri – food market could play a relevant role. As the power concentration, we find that a strong property control (higher than 50%) or a fragmented concentration (lower than 25%) perform better. This result apparently could suggest that “hybrid” forms of concentrations could create bad functioning in the decision process. As our key variables representing the ownership structure we find that public limited companies and limited liability companies perform better than cooperatives. This is easily explainable by the fact that law establishes that cooperatives are less profit – oriented. Beyond cooperatives public limited companies perform better than limited liability companies and show a more stable path over time. Results are quite consistent when we consider both ROI and ROS as dependant variables. These results should not lead us to claim that public limited company is the “best” among all possible governance structures. First, every governance solution should be considered according to specific situations. Second more robustness analyses are needed to confirm our results. At this stage we deem these findings, the model set up and our approach represent original contributions that could stimulate fruitful future studies aimed at investigating the intriguing issue concerning the effect of ownership structure on the performance levels.

The special rights other than shares in cross-border mergers of limited liability companies within the European Union. A perspective from the Spanish Law

The present research aims to study the special rights other than shares in Spanish Law and the protection of their holders in cross-border mergers of limited liability companies within the European Union frame. Special rights other than shares are recognised as an independent legal category within legal systems of some EU Member States, such as Germany or Spain, through the implementation of the Third Directive 78/855/CEE concerning mergers of public limited liability companies. The above-cited Directive contains a special regime of protection for the holders of securities, other than shares, to which special rights are attached, consisting of being given rights in the acquiring company, at least equivalent to those they possessed in the company being acquired. This safeguard is to highlight the intimate connection between this type of rights and the company whose extinction determines the existence of those. Pursuant to the Directive 2005/56/CE on cross-border mergers of limited liability companies, each company taking part in these operations shall comply with the safeguards of members and third parties provided in their respective national law to which is subject. In this regard, the protection for holders of special rights other than shares shall be ruled by the domestic M&A regime. As far as Spanish Law are concerned, holders of these special rights are recognized a right of merger information, in the same terms as shareholders, as well as equal rights in the company resulting from the cross-border merger. However, these measures are not enough guarantee for a suitable protection, thus considering those holders of special rights as special creditors, sometimes it will be necessary to go to the general protection regime for creditors. In Spanish Law, it would involve the recognition of right to the merger opposition, whose exercise would prevent the operation was completed until ensuring equal rights.

Small Molecules as Modulators of Different Targets Involved in Tumor Progression

Tumor is a lesion that may be formed by an abnormal growth of neoplastic cells. Many factors increase the risk of cancer and different targets are involved in tumor progression. Within this thesis, we have addressed two different biological targets, independently connected with tumor formation, e.g. Hsp90 and androgen receptor. The ATP-dependent chaperone Hsp90 is responsible for the conformational maturation and the renaturation of proteins. “Client” proteins are associated with the cancer hallmarks, as cell proliferation and tumor progression. Consequently, Hsp90 has evolved into promising anticancer target. Over the past decade, radicicol has been identified as potential anticancer agent targeting Hsp90, but it is not active in vivo. With that aim of obtaining radicicol-related derivatives, we developed the design and synthesis of new chalcones analogs. Chalcones, which are abundant in edible plants, own a diverse array of pharmacological activities and are considered a versatile scaffold for drug design. Antiproliferative assays and western blot analysis on the new compounds showed that some of those display an interesting cytotoxic effect and the ability to modulate Hsp90 client proteins expression. Androgen Receptor (AR) hypersensitivity plays crucial role in prostate cancer, which progression is stimulated by androgens. The therapy consists in a combination of surgical or chemical castration, along with antiandrogens treatment. Casodex® (bicalutamide), is the most widespread antiandrogen used in clinic. However, hormonal therapy is time-limited since many patients develop resistance. Commercially available antiandrogens show a common scaffold, e.g. two substituted aromatic rings linked by a linear or a cyclic spacer. With the aim of obtaining novel pure AR antagonists, we developed a new synthetic methodology, which allowed us to introduce, as linker between two suitably chosen aromatic rings, a triazole moiety. Preliminary data suggest that the herein reported new molecules generally decrease PSA expression, thus confirming their potential AR antagonistic activity.

Severe Accident Simulation of Small Modular Reactors

Since the Three Mile Island Unit 2 (TMI-2), accident in 1979 which led to the meltdown of about one half of the reactor core and to limited releases of radioactive materials to the environment, an important international effort has been made on severe accident research. The present work aims to investigate the behaviour of a Small Modular Reactor during severe accident conditions. In order to perform these analyses, a SMR has been studied for the European reference severe accident analysis code ASTEC, developed by IRSN and GRS. In the thesis will be described in detail the IRIS Small Modular Reactor; the reference reactor chosen to develop the ASTEC input deck. The IRIS model was developed in the framework of a research collaboration with the IRSN development team. In the thesis will be described systematically the creation of the ASTEC IRIS input deck: the nodalization scheme adopted, the solution used to simulate the passive safety systems and the strong interaction between the reactor vessel and the containment. The ASTEC SMR model will be tested against the RELAP-GOTHIC coupled code model, with respect to a Design Basis Accident, to evaluate the capability of the ASTEC code on reproducing correctly the behaviour of the nuclear system. Once the model has been validated, a severe accident scenario will be simulated and the obtained results along with the nuclear system response will be analysed.

A phase II, single arm study of CarbopLatin plus Etoposide with Bevacizumab and Atezolizumab in patients with exTEnded-disease small-cell lung cancer (SCLC) – CeLEBrATE trial

Small cell lung cancer (SCLC) is an aggressive neuroendocrine tumor diagnosed at extended disease SCLC (ES-SCLC) stage in about 70% of cases. The new standard of treatment for patients with ES-SCLC is a combination of platinum-etoposide chemotherapy and atezolizumab or durvalumab, two programmed cell death ligand 1 (PD-L1) inhibitory monoclonal antibodies (mAb). However, the benefit derived from the addition of PD-L1 inhibitors to chemotherapy in ES-SCLC was limited and restricted to a subset of patients. The vascular endothelial growth factor (VEGF) is the most important pro-angiogenic factor implicated in cancer angiogenesis, which is abundant in SCLC and associated with poor prognosis. Antiangiogenic agents, such as bevacizumab, a humanized mAb against VEGF, added to platinum-etoposide chemotherapy improved progression-free survival in SCLC in two trials, but it did not translate into a benefit in overall survival. Nevertheless, VEGF has also acts as a mediator of an immunosuppressive microenvironment and its inhibition can revert the immune-suppressive tumor microenvironment and potentially enhance the efficacy of immunotherapies. Based on available preclinical data, we hypothesized that VEGF inhibition by bevacizumab could improve atezolizumab efficacy in a synergistic way and designed a phase II single-arm trial of bevacizumab in combination with carboplatin, etoposide, and atezolizumab as first-line treatment in ES-SCLC. The trial, which is still ongoing, enrolled 53 patients, including those with treated or untreated asymptomatic brain metastases (provided criteria are met), who received atezolizumab, bevacizumab, carboplatin and etoposide for 4-6 cycles (induction phase), followed by maintenance with atezolizumab and bevacizumab for a maximum of 18 total cycles or until disease progression, patient refusal, unacceptable toxicity. The evaluation of efficacy of the experimental combination in terms of 1-year overall survival rate is not yet mature (primary objective of the trial). The combination was feasible and the toxicity profile manageable (secondary objective of the trial).

Understanding molecular mechanisms of resistance to immune checkpoint inhibitors in advanced non-small cell lung cancer (NSCLC)

Immune checkpoint inhibitors (ICI) that target PD-1/PD-L1 have recently emerged as an integral component of front-line treatment in metastatic NSCLC patients. The PD-1 inhibitor pembrolizumab is approved as monotherapy for advanced NSCLC with a PD-L1 tumor proportion score (TPS) of ≥1% and in combination with platinum doublet chemotherapy regardless of PD-L1 expression level. However, responses to either regimen occur in only a minority of cases, and PD-L1 TPS is limited as a biomarker in predicting whether a cancer will respond to PD-1 inhibition alone or would be more likely to benefit from PD-1 inhibition plus chemotherapy. Additional biomarkers of immunotherapy efficacy, such as tumor mutational burden (TMB), have not been incorporated into routine clinical practice for treatment selection. The identification of patients who have the greatest likelihood of responding to immunotherapies is critical for guiding treatment decisions. IN addition, early indicators of response could theoretically prevent patients from staying on an ineffective therapy where they might experience complications due to disease progression or develop toxicities from unnecessary exposure to an inactive agent. The aim of this research project is to investigate the clinicopathologic and molecular determinant of response/resistance to the currently available immune checkpoint inhibitors, in order to identify therapeutic vulnerabilities that can be exploited to improve the clinical outcomes of patients with advanced NSCLC.