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Il contributo si pone l’obiettivo di fornire una chiave di lettura critica del complesso normativo concernente l’acquisto di concerto di partecipazioni qualificate nel capitale sociale degli intermediari finanziari italiani, muovendo dalla gestazione della disciplina in seno al legislatore europeo per arrivare ad un’analisi esegetica delle rilevanti disposizioni del testo unico bancario. Si evidenziano in questa sede le principali incertezze applicative e lacune regolamentari, tentando di fornire alcuni strumenti e spunti interpretativi anche per il tramite della normativa secondaria e con l’ausilio delle linee guida in materia emanate dalle Autorità europee. The paper aims at providing a critical reading of the regulatory framework concerning the concerted acquisition of qualified holdings in the share capital of Italian financial intermediaries, starting from the origins of the regulation within the European legislator and ending with an e xegetical analysis of the relevant provisions of the Consolidated Banking Act. In this context, the main applicative uncertainties and regulatory gaps are highlighted, attempting to provide some interpretative tools and hints also through secondary regulations and with the aid of the relevant guidelines issued by the European Authorities.

This casebook deals with the basic principles of the Italian business law and focuses on certain recent and pivotal cases in which important rules governing the modern public company have been applied. After a short overview of the main corporate and securities laws and regulation applicable to Italian listed companies, certain leading cases which triggered the application of such rules are analyzed. The main interrelationships between and among the economic and legal elements are scrutinized for the purpose of highlighting the economic logic underlying corporate law. In the financial markets’ dynamics, the public company plays a vital role since it attracts the public savings coming from the investors in order to finance business plans and strategies which create growth and welfare. In such a scenario, financial intermediaries must act in the interest of the investors, selecting among the potential issuers those who are the most attractive for their clients. When companies are structurally organized to attract standardized equity or debt investments, by issuing listed shares, bonds or other financial instruments, their operational and governance rules change in order to safeguard the public savings coming from the investors. In the end, what makes this branch of law so interesting to students, practitioners, and scholars alike is the open-textured relationship between corporate law and securities regulation which plays a crucial role in such context. The cases selected in the second part of this book deal with significant topics in the Italian market practice and are briefly commented making reference to an updated set of laws and references. Therefore, this book can be used also with a focus on comparative legal systems for corporations taught in Italy or abroad.

The BadUSB attack leverages the modification of firmware of USB devices in order to mimic the behaviour of a keyboard or a mouse and send malicious commands to the host. This is a new and dreadful threat for any organization. Current countermeasures either require special USB devices or ask the user to decide if the device can be used. We propose a new approach that, before allowing the device to be used, forces the user to interact with it physically, to ensure that a real human-interface device is attached. Our implementation is hardware-based and, hence, can be used with any host, comprising embedded devices, and also during boot, i.e., before any operating system is running. Our approach does not require any special feature from USB devices.