Le azioni a voto potenziato: dinamiche societarie e analisi d’impatto della maggiorazione del voto sui corsi azionari di società quotate

Le azioni a voto potenziato: dinamiche societarie e analisi d’impatto della maggiorazione del voto sui corsi azionari di società quotate

Dicembre 2018
978-88-6856-130-7

The essay aims to carry out a critical analysis of the “Enhanched Voting Shares” introduced by Italian legislator by Decree-Law No. 91 of 24 June 2014 – converted with amendments by Law No. 116 of 11 August 2014 – in the dual form of “multiple voting shares” and “loyalty shares”. The analysis will be carried out by adopting an “all-round approach”, combining 4 different perspectives of investigation. First of all, the phenomenon has been analysed from a historical point of view, going over the evolution of the national legislation on the right to vote in private limited company. Secondly, a reasoned reconstruction of the new discipline has been implemented, analysing the main regulatory provisions and offering possible solutions to various exegetical issues raised by the legal doctrine. Then, analysing the economic literature, a theoretical framework has been developed in order to determine the effects of the introduction of “super voting shares” on corporate governance, with particular reference to the italian context. For this purpose, an empirical study, based on the event study methodology, has been realised with the aim of measuring the super voting shares impact on the well-being of minority shareholders in italian listed companies. The paper also includes a discussion of the institutional investors’ reaction to the introduction of loyalty shares in the By-Laws and an investigation about the presence of any phenomena of shareholder activism.