Immaterialgüter- und Wettbewerbsrecht

Know How as Objects of Shareholders’ Contributions

In the absence of a uniform legal notion of know how, the research attempts to achieve an ad hoc notion of know how, as the object of both capital and non-capital shareholders’ contributions in public and private limited liability companies.

Last Update: 01.11.11

In order to reach a notion of know how which shall be deemed functional to its capital and non-capital contribution in public and private liability companies, the research moves from the initial identification of a legal definition of know how, considering three main sources: (i) international, EU and national law, (ii) EU and national case law and (iii) international and national doctrine.

The research, then, focuses on the limits and conditions to know how capital and non-capital contributions in private and public limited liability companies under IP and corporate law. In particular, after attempting to provide an answer to the issues related to the limits and conditions to know how contribution, the modality through which the latter, in order to be admissible shall need to be made, are addressed: i.e. it is specifically queried whether (i) the contribution in order to be admissible shall need to be made in the form of a permanent transfer of rights or (ii) it could also occur in the form of a license. In this respect, the corporate law provisions regarding the destination of the company’s assets upon winding up are taken into account, together with the general limits set forth by the law on capital contribution in public limited liability companies.

For the purpose of achieving a functional notion of know how, the research finally attempts to gather the results stemming from the application to know how of the provisions on in-kind capital and non-capital contributions. In particular, it aims at identifying a common set of requirements which know how shall present in order to be part of the company’s assets, notwithstanding the circumstance that it is the object of a capital or non-capital contribution, or that it benefits the company in a specific moment (merger, winding up rather than during the ordinary corporate cycle), or that it is directed to a private rather than to a public limited liability company.


Doctoral Student

Caterina Strippoli


Dr. Kaya Köklü

Doctoral Supervisor

Prof. Dr. Marco Ricolfi

Main Areas of Research

Funktionen, Zielsetzungen, Werte und Wertungskriterien