Bibliographie sélective OHADA

Mergers in the Italian and European legal system. The Italian legal landscape for mergers. Applicable regulations. Stages of the merger process. The first phase: the merger plan. The second phase: the merger resolution. The third phase: the merger deed. The protection of creditors. The invalidity of the merger. The FIAT-Chrysler merger. Evolution of the legal nature of mergers in the Italian legal system: legislative and jurisprudential perspectives. The extinguishing-successory orientation. The evolutionary–modifying orientation. Court of cassation ruling no. 2637 of 2006. Return to the extinguishing-successory orientation: judgement no. 21970/2021. Debate surrounding judgement 21970/2021: criticism and support. Mergers in the American legal system. The American legal landscape for mergers. The evolution of the US corporate law of mergers. Sources of corporate law. The merger process. Economic motives for mergers. Steps of the merger procedure. The merger plan. Merger between parent and subsidiary or between subsidiaries. Articles of merger. Effects of merger. Abandonment of a merger or share exchange. The ExxonMobil merger. Comparative analysis of the Italian and American legal systems. Historical and constitutional influences on Italian and American legal systems. Differences and similarities in the merger process. Comparison of FIAT Chrysler and ExxonMobil mergers.