Il Board Observer nella prassi operativa delle società di capitali statunitensi

The Board Observer is a person appointed by a limited company’s general meeting, who has the right to attend meetings of the board of directors – even if he or she is not formally a director – without hav- ing the right to vote.
The practice of appointing a Board Observer is widespread in the presence of investors – in particular Venture Capital or Private Equity Funds -, who, by virtue of their significant participation in the compa- ny’s capital, require some right within the administration, instead of or in addition to that of appoint- ing a member of the board itself.
The Board Observer is a figure increasingly used in the experience of North American limited corpora- tionsbut, despite its potential relevance, it has not yet received any legal regulation, not even at the level of soft law.
This paper aims to outline the basic characteristics of the figure of the Board Observer, through the decisive survey of the American contractual practice, essential for an analysis of the main interpreta- tion made in the American legal system.