«Control enhancing mechanisms» e «governance» della società a responsabilità limitata: quali limiti all’autonomia privata?

[Machine translation] Does our 'limited liability company' right allow a total disconnect between 'cash flow rights' and 'administrative rights' (voting rights)? In other words, is it permissible for a shareholder to have the statutory right of unilateral control over management even though it has an infinitesimal fraction of the share capital (so-called golden share)?, This essay questions the substantially positive answers that domestic doctrine has mostly given to the above-mentioned questions. And it does so in the light of a systematic examination, first of all, of corporate law (in particular, 'joint-stock company' law) and, secondly, of general private law. In particular, the examination of the recent provisions on multiple voting shares and so-called loyalty shares confirms, in the author's opinion, the existence/resistance of a “citadel” of imperative law that establishes a mandatory correlation limit between “risk” (cash-flow rights) and “power” (voting rights).