Il danno da concambio "incongruo"

The paper examines the problem of the legal nature of the damage caused to the shareholder of a company participating in a merger by the determination of an unfair exchange ratio, as not corresponding to the actual value of that company. After having clarified the content to be ascribed to the concept of "fairness" of the exchange ratio and delineated the boundaries within which it is admissible a judicial review on the assessments made by the directors, the paper proceeds to identify the components of the damage under consideration and formulates some proposals as to its quantification. Final remarks are dedicated to the topic of the compensation for damages inflicted by an unfair exchange ratio with respect to the administrative rights of the shareholder and of the limits within which the same shareholder can claim a reimbursement in kind (“risarcimento in forma specifica”) through subsequent allotment of shares in such a number as to remove the injury right away.