Rivista del Diritto Commerciale e del diritto generale delle Obbligazioni

Abstract: In the Italian legal system, there is no single definition to indicate the category of the top staff members of undertakings, nor a single notion to describe their characteristics. Beside the expression “top staff members” sometimes used by the legislator, there are assonant formulas such as “managers with strategic responsibilities”, or “top management”, or “relevant personnel” used more often by secondary legislation (Borsa Italiana s.p.a. Code of Self-regulation, Corporate Governance Code of Self-regulation and I.V.ASS. Regulation. Things do not change significantly, even where the attention is turned towards legal systems other than the internal one (“cadre”, in the French legal system; “altos directivos”, in the Spanish one; “leitender angesstellter”, in the German one; “executive, supervisors, professionals”, in the Anglo-Saxon one, etc. The unifying item of the top staff members lies in their common belonging to the class of top managers, that is, those who, in larger companies, participate in various capacities in the strategic choices of the entrepreneur. Business management is a way of operating, which connotes the entire production plant, going beyond the subjective profile of the individual managers who shape it, by their constant coordination, in view of the implementation of the programs, as well as the objectives set by the entrepreneur, who stands away from the specific behaviour required of each manager, according to the global combination of production factors, each articulated in the various organizational segments, in which the overall business activity is divided. Ultimately, top staff members are part of the management of the undertakings, even if this issue, such a conclusion, does not prove satisfactory for the purpose of reconstructing the possible reference discipline. This paper aims, apart of a brief premise about the genesis of the various figures of top staff members, to identify the essential typifying features, in order to try to draw a uniform regulation of them.  

Sommario: 1. Per una tassonomia dei soggetti apicali dell’impresa. – 2. Top, middle e low management. – 3. Il dirigente nel Codice civile. – 4. La dirigenza. – 5. L’organizzazione dell’impresa. – 6. L’adeguata organizzazione. – 7. La gestione dell’impresa. – 8. (Segue). Il contesto di riferimento. – 9. (Segue). La gestione dell’impresa alla luce della normativa vigente. – 10. (Segue). La gestione dell’impresa alla luce delle modifiche normative possibili. – 11. I soggetti apicali dell’impresa. – 12. L’impresa collaborativa.

Keywords: Undertaking — Governance — Organizational Structure — Management — Top Staff Members.