Tutela dei soci di minoranza e dovere di ‘resistenza’ degli amministratori di s.p.a. eterodirette

This paper deals with directors’ duties in public companies included as subsidiaries in a group of companies, in the light of the provisions of the European Model Companies Act. In particular, the focus is on the premises of the so-called duty of resistance — namely, the duty to refuse the execution of illegitimate instructions issued by the parent company — and, for this purpose, on the supposed binding nature of the hierarchical power of the parent company and on the parameters under which such activity is to be considered abusive: the non-compliance with the interest of the group, the absence of an adequate compensation of damages and the prejudice to the going concern of the subsidiaries.