Controllo societario e regole della concorrenza

The dissertation has as object the examination of the corporate control sited in the article 2359 c.c. and the relationship between it and the notion of control sited in the sectoral regulations, particularly the one drawn up in the Italian antitrust law, l. 287/1990, at the article 7. The comparison among the general and the special disciplines, represents the frame of a more specific study of the de facto control. The thesis starts from the analysis of a concrete case of corporate control that has involved two giants of the telecommunications sector: Vivendì and Tim. For long time the case has been object of the media coverage due to its peculiarity. The Consob intervened issuing resolution no. 0106341 – on 13th September 2017 – that has assessed the existence of a de facto control of Vivendì on Tim in accordance with art. 2350 c.c., art. 9 TUF and with the letters c) and d) of the Consob resolution about transaction with related parties.  
Even the European Commission has adopted a position on the Vivedì – Tim case approving the de facto control of Vivendì on Tim with certain caveats. The EU Commission decision gives rise to study the european notion of control sited in the competition rules and its relationship with the italian one, drawn by the civil code.  
The peculiarity of the case Vivendì – Tim is due to the fact that, right after the Consob pronunciation, the control, assessed by the authorities, changed readly with the entrance in Tim of the American found named Elliot. 
The Consob communication let arise a lot of legal issues, relatively difficult to solve. These matters were the starting point of an “investigation” about the concept of corporate control that culmined in the, so-called, “Absolutist theory of the de facto control”.