This is the first European study to conduct an extensive empirical research of startup charters. Our aim is to test whether the significant reforms of the law on the Italian società a responsabilità limitata (the GmbH-type limited liability company) were successful in making Italian corporate law more amicable towards startups and venture capital contracting techniques. We explain why, in the Italian context, charters provide significant information on financing deals, and we analyse more than 5000 charters of Italian startups. We find almost 200 charters that reflect the features predicted by the financial contracting theory, albeit with some significant variations in comparison to the US experience. The main one is that convertible preferred shares are not used. We report the large use of (non-convertible) participating preferred shares but also the increasing adoption of preferred shares that are functionally equivalent to US convertible non-participating preferred shares. The absence of convertibility mechanisms also explains the different structure of antidilution clauses in the Italian market. Hybrids are used to provide SAFE- and KISS-like contractual solutions. Co-sale clauses (tag-along and drag-along) are widespread and also highly standardized. US-like vesting schemes are equally observed. Some of the peculiarities we report depend on Italian law idiosyncrasies that are mainly the product of doctrinal constructions. However, corporate practice is pushing the envelope in its efforts to adapt Italian charters to startuppers’ and investors’ needs. From this standpoint, the Italian reforms look, though not completely, successful. Startup law appears to be transforming the European corporate law tradition.
No abstract
Honni so it qui mal y pense. No-one reading the subtitle of this book should expect to find a personal attack on Aristotle, or a critical attitude more acrimonious than Pierre de la Ramee's or Francis Bacon's. This is the fate of the greatest classical thinker : the seraphic wings with which the 13th century had painted him were so resplendent that each successive century felt obliged to pluck out a few feathers: and from this progressive depluming modern culture was born. 14th century Oxford first questioned the Organon, downgrading the syllogism. The 15th century spurned the Rhetorics, preferring Asian oratory and Ciceronian stylistics to Attic oratory and Aristotelian dialectics. The 16th century dealt a final blow to the Physics as it gazed into the centre of the solar system . 17th century England abandoned the Poetics and the three unities while 17th century Italy abandoned the zoological treatises and spontaneous generation. The 18th century finally gave up the Politics and its eternal constitutions as it prepared for Revolution. There is no personal hostility in any of these attacks. Aristotelianism was demolished , not by human polemics, but by the telescope -that accursed critical instrument that will persist in revealing new things which do not correspond to the various universes of Aristotle. To respect the oath of loyalty to Aristotle, the Don Ferrantis of every century have been forced to refuse to look through it.The Metaphysics, if truth be told, has resisted the telescope more than the other works: it took a Kant to demolish its main body, and it needed Hegelian boldness to attack its fortress -book Gammathe law of contradiction . But not even the 19th century has managed to dent book Alpha, the history of philosophy from Thales to Plato . 19th century historiography, turning with renewed vigour to the reconstruction of classical thought, much of which had been lost, left aside the lessons which could be learnt from Plato and the Alexandrian grammarians. The Lyceum's a priori construction of Presocratic thought was believed historical testimony. Idealist
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