IICJ Paper Corporations and Their Governance Between History and Practice Stefano Catelani, Corporate Counsel, DuPont, Switzerland

To talk about corporate governance means to talk about companies which are artificial persons created by law that often have a life beyond that of their members. The best definition of corporate governance is probably the system by which companies are directed and controlled and that definition, in our view, applies to all companies and not just to the large corporations with dispersed shareholders which during the two last decades gave rise to a vast literature and an intense debate on corporate governance. This debate in fact started from the practical need to protect shareholders from abuses of management in publicly listed companies with dispersed shareholdings which are normally called public companies in the US but which we prefer to call Berle-Means Corporations from the name of the authors who first described their characteristics in a famous book which is one of the classics of corporate governance.
Stefano Catelani
Stefano Catelani
Stefano Catelani graduated in law at the University of Rome and took the Bar Exam in Italy in 1983 after two years of practice with a law firm in Florence. He then worked as chief counsel for more than five years for a major Italian pharmaceutical company before joining DuPont Legal in 1988. At Dupont over the years he has advised several subsidiaries and business units in the Europe, Middle East and Africa Region being based first in Italy and since 1990 at the European Headquarters in Geneva. In 1997, he moved to External Affairs where he worked as Director Governmental Affairs (Europe) before returning to Legal in 1999 to work as Corporate Counsel. In this role he is now advising as general counsel several Strategic Business Units (SBUs) within the Europe, Middle East and Africa region and coordinates the work done in the countries by the local lawyers working for those SBUs. Stefano Catelani’s current practice focuses on both general corporate and commercial law, taxation and mergers and acquisitions, including divestitures and joint ventures. Issues relating to governance of both DuPont companies and joint ventures are part of Stefano Catelani’s practice.
Founded in 1802, DuPont puts science to work by creating sustainable solutions essential to a better, safer, healthier life for people everywhere. Operating in more than 70 countries, DuPont offers a wide range of innovative products and services for markets including agriculture, nutrition, electronics, communications, safety and protection, home and construction, transportation and apparel. www.dupont.com
Switzerland More
Area of Law
Corporate Governance More
Business Sector
Industry More
Month Published
October 2007 More
Vol. 1, No. 2, Winter 2007 More
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