The protection of innovative investments

Investing in a startup or dedicating one's energies to it as a founder represents an act of trust in the potential of an idea and in the people who lead it. However, when this trust is betrayed by negligent, improper, or conflict-of-interest management (the so-called 'mala gestio'), the consequences can be devastating, leading to the total loss of invested capital or the compromise of company value. Understanding one's rights and how to act to obtain fair compensation is the first step in protecting one's assets and reaffirming the principles of correct corporate administration. As an expert lawyer in damages compensation in Milan, Avv. Marco Bianucci assists investors, venture capitalists, and founding partners in complex disputes arising within the innovation ecosystem.

The regulatory framework on directors' liability

Italian law imposes precise duties on company directors, the violation of which can give rise to an action for liability. The Civil Code, in particular, establishes that directors must fulfill the duties imposed by law and by the articles of association with the diligence required by the nature of the office and their specific skills. This means that a clearly reckless decision, gross negligence in administration, or an action taken in conflict of interest can constitute direct liability for damages caused to the company and, consequently, to individual shareholders or investors. Among the most common cases are the misappropriation of funds for personal purposes, the violation of shareholders' agreements governing governance, or the failure to implement fundamental business strategies without plausible justification.

The approach of Studio Legale Bianucci

Addressing litigation for mala gestio in a startup requires an approach that combines expertise in corporate law with a deep understanding of the financial and operational dynamics of these particular business realities. The approach of Avv. Marco Bianucci, a lawyer with consolidated experience in damages compensation in Milan, is based on rigorous and personalized analysis. The first step consists of a meticulous reconstruction of the facts through the examination of all available documentation: articles of association, shareholders' agreements, minutes of board meetings, financial statements, and internal communications. Subsequently, the damage is quantified, which can consist of both the direct loss suffered (emergent damage) and the loss of profit (loss of earnings). The procedural strategy is then defined with the aim of demonstrating the causal link between the unlawful conduct of the directors and the economic prejudice suffered, in order to obtain full compensation.

Frequently Asked Questions

When can I claim damages for mala gestio?

It is possible to initiate a claim for damages when it can be proven that the directors have caused damage to the company or shareholders through acts performed in violation of their duties. Concrete examples include the approval of transactions in clear conflict of interest, the use of company funds for personal purposes, the falsification of financial statement data to hide losses, or the conclusion of contracts disadvantageous to the company but advantageous to third parties connected to them.

How is a director's mismanagement proven?

Proof of mala gestio is based on documentary evidence and, sometimes, on technical expert reports. Crucial documents include the minutes of board meetings, resolutions, financial statements, signed contracts, and electronic correspondence. In many cases, it is essential to engage a technical consultant who can analyze accounting and financial data to highlight management anomalies and accurately quantify the economic damage resulting from unlawful conduct.

What types of damages can be compensated?

Compensation aims to restore the damaged party's assets to the situation they would have been in without the unlawful act. A distinction is mainly made between 'emergent damage', which is the direct economic loss suffered (e.g., decrease in the value of the shareholding), and 'loss of earnings', which represents the lost profit (e.g., the profits the startup would have reasonably generated if it had been managed correctly).

What are shareholders' agreements and why are they important in litigation?

Shareholders' agreements are private agreements entered into by some or all shareholders to regulate aspects not covered by (or to supplement what is provided for in) the articles of association, such as voting methods, limits on the transfer of shares, or procedures for appointing directors. Their violation by a shareholder or director constitutes a breach of contract and can be a solid basis for legal action aimed at obtaining compensation for the resulting damages.

Request a Case Evaluation

If you believe your investment in a startup has been compromised by negligent management, or if as a founder you feel harmed by decisions made to the detriment of the company, it is crucial to act with clarity and promptness. Avv. Marco Bianucci offers an in-depth evaluation of your case to analyze possible liabilities and define the most effective legal strategy for the protection of your rights. Contact Studio Legale Bianucci, located in Milan at Via Alberto da Giussano 26, to discuss your situation and understand the actionable steps.