Tra gestione del risparmio e gestione di partecipazioni societarie. SICAF e modelli di confine

This article explores an issue frequently observed in the Italian and European practice: the nature and regulation of companies that acquire and manage interests in other undertakings and companies. On the one hand, raising capital among investors to acquire corporate interests has been, for centuries, the mission of all «holding» companies. On the other hand, the professional management of investments (including corporate investments) may fall within the reach of asset management regulation, which, in Europe, is primarily covered by Directive 2011/61/EU (so-called «alternative investment fund managers directive», or «AIFMD»). As the boundaries between regulated and unregulated activities are blurred, an investigation of the principles and concepts underlying AIFM regulation is necessary to find guidelines and interpretive criteria. In its first part, the article investigates certain distinctive features of investment management
under AIFMD, such as the essentiality of disinvestment (in addition to investment), the concept of financial and pooled return, the issue of diversification. Based on such analysis, in its second part, the article reviews – and contrast to (regulated) fixed-capital investment companies (SICAF) – various models of (unregulated) investment companies, including «holding companies» (exempted under the AIMD), investment companies regulated under the Italian «Market
for Investment Companies» (MIV), special purpose acquisition companies (SPACs), corporate structures used in the context of «club deals» and «investment clubs».