Corporate Governance in Italy after the 1998 Reform
Corporate Governance in Italy after the 1998 Reform

Author: Marcello Bianchi

Publisher:

Published: 2012

Total Pages: 50

ISBN-13:

DOWNLOAD EBOOK

In February 1998 the Italian Government passed an Act reforming the law on financial services, stock exchanges and listed companies. With regard to listed companies, the reform was intended to strengthen minority shareholders' rights. The idea behind the new rules on corporate governance was that active institutional investors would make use, if necessary, of these rights in their monitoring of listed companies. A reduction of the agency costs stemming from the separation between ownership and control in listed companies would follow, with beneficial effects for shareholders' wealth and for the Italian economy as a whole. This paper tries to answer two questions: first, whether the changes in the law resulting from the 1998 reform encourage institutional investor activism in Italy; and second, whether, legal rules aside, it is reasonable to expect significant institutional investor activism in Italy. We provide, then, both an empirical analysis of the factors affecting institutional investor activism in Italy and a legal analysis of the most relevant changes in the Italian mutual funds and corporate laws, following the 1998 reform. The former analysis shows that institutional shareholdings and investment strategies are compatible with the hypothesis that institutional investors can play a significant role in the corporate governance of Italian listed companies. However, a curb to their playing such an active role may derive from the predominance of mutual fund managers belonging to banking groups (giving rise to conflicts of interest) and from the prevailing ownership structure of listed companies, which are still dominated by controlling shareholders holding stakes higher than, or close to, the majority of the capital (implying a weaker bargaining power of institutions vis-a-vis controllers). The analysis of the legal changes prompted by the 1998 financial markets and corporate law reform indicates that the legal environment is now definitely more favorable to institutional investor activism than before. However, the Italian legal environment proves still to be little favorable to institutional investor activism, when compared to that of the U.S. or the U.K.

A Primer on Corporate Governance
A Primer on Corporate Governance

Author: Andrea Melis

Publisher: Business Expert Press

Published: 2017-06-27

Total Pages: 217

ISBN-13: 1606498851

DOWNLOAD EBOOK

This book provides an understanding of the characteristics of corporate governance in Italy, one of the most developed countries in the world, symbol of the family capitalism. The text presents the main peculiarities of the Italian corporate governance system, its impact on decision-making in corporate boardrooms, and the potential positive and negative consequences for the firm and its stakeholders. Several real-life case studies were included to help the reader grasp the subtleties of how power is exercised in Italian companies. The authors combine their knowledge of research with their professional experience. Such an approach helps the reader interpret the nuances of corporate governance practices in Italian companies as those practices are driven not only by the globalization of markets, but also by national economic, social, and political forces. The result is a unique corporate governance system, which deeply differs from the Anglo-American one. This book is, therefore, particularly relevant for a wide international audience (including investors, corporate directors, scholars, and practitioners) as it provides useful insights to interpret, evaluate and take sound decisions in Italian companies.

A History of Corporate Governance around the World
A History of Corporate Governance around the World

Author: Randall K. Morck

Publisher: University of Chicago Press

Published: 2007-11-01

Total Pages: 700

ISBN-13: 0226536831

DOWNLOAD EBOOK

For many Americans, capitalism is a dynamic engine of prosperity that rewards the bold, the daring, and the hardworking. But to many outside the United States, capitalism seems like an initiative that serves only to concentrate power and wealth in the hands of a few hereditary oligarchies. As A History of Corporate Governance around the World shows, neither conception is wrong. In this volume, some of the brightest minds in the field of economics present new empirical research that suggests that each side of the debate has something to offer the other. Free enterprise and well-developed financial systems are proven to produce growth in those countries that have them. But research also suggests that in some other capitalist countries, arrangements truly do concentrate corporate ownership in the hands of a few wealthy families. A History of Corporate Governance around the World provides historical studies of the patterns of corporate governance in several countries-including the large industrial economies of Canada, France, Germany, Italy, Japan, the United Kingdom, and the United States; larger developing economies like China and India; and alternative models like those of the Netherlands and Sweden.

Corporate Law Reforms in Europe
Corporate Law Reforms in Europe

Author: Federico Cesare Guido Ghezzi

Publisher:

Published: 2008

Total Pages: 69

ISBN-13:

DOWNLOAD EBOOK

This paper explores the Italian reform of corporate governance of 2003, which, for the first time, allowed corporations to choose among three different models of governance in part inspired by foreign legal systems. Italian corporations have three governance options. First, corporations may adopt the Italian traditional system of governance which has been modernized by the reform of corporate law. This model of governance is still the most influential and most commonly used in Italy. Besides the traditional model two other quot;alternativequot; systems of governance were created by the 2003 reform: the two-tier system and the one-tier system. The first model owes its basic structure to the German tradition, where the shareholders' meeting appoints a supervisory board, which then appoints a management board. In contrast, the one-tier model derives from the Anglo-American tradition. In this system the shareholders' meeting appoints the board of directors, which then appoints a number of directors to an audit committee entrusted with monitoring functions. Taking into account the initial goals of the Italian legislator in designing the 2003 reform, we illustrate how the models have been implemented in Italian practice, and describe the initial predictions of their benefits and disadvantages. Then, we provide some empirical evidence of the practical consequences of the Italian reform of corporate governance three years after its enactment, and we investigate whether the predictions mentioned above were accurate.

Corporate Governance Reforms, Interlocking Directorship Networks and Company Value in Italy, 1998-2007
Corporate Governance Reforms, Interlocking Directorship Networks and Company Value in Italy, 1998-2007

Author: Carlo Drago

Publisher:

Published: 2015

Total Pages: 48

ISBN-13:

DOWNLOAD EBOOK

In this paper we analyze the effects of corporate governance reforms on interlocking directorship, and assess the relationship between interlocking directorships and company value for the main Italian companies listed on the stock exchange over 1998-2007. Using a unique dataset that includes two groups of variables: (i) corporate governance variables related to the board size and the interlocking directorships and (ii) another group of variables related to the economic and financial performance of the companies considered. We find that interlocking directorships are negatively related with company performance with one- or two-year delay, and that the corporate governance reforms introduced over the period considered showed some effectiveness by slightly dispersing the network of companies.

Corporate Governance Rules for Investment Funds in Italy
Corporate Governance Rules for Investment Funds in Italy

Author: Raffaele Lener

Publisher:

Published: 2005

Total Pages:

ISBN-13:

DOWNLOAD EBOOK

The corporate governance of investment funds was hardly studied in Italy before the reform of 1998, when the Financial Markets Consolidated Act (TUF) entered into force, amending the rules on management companies (SGRs) and introducing new corporate governance rules for listed companies. Following this reform, it is now clear that the management of SGRs is an extremely delicate and sensitive matter, especially when the legislator assigns a central role in the governance of listed companies to these intermediaries.From 1998 onwards, commentators have gradually started to pay more attention to this topic, and the quantity and quality of the measures taken by the supervisory authorities and the Professional Association of Fund Managers (Assogestioni) have also increased. Consequently, there has been a very lively and rich debate in recent years. The present article intends to address this debate and attempts to examine the issue from a double point of view: that of the unit holders (conflict of interests risk) and that of the companies in which the stakes are held (funds as minority shareholders). These aspects may become intertwined in cases in which, for example, a manager buys shares in a company for purposes of control or, at any rate, for purposes other than maximising the profits of the unit holders' investment.

Is It Still Pizza, Spaghetti and Mandolino? Effect of Governance Reforms on Corporate Ownership in Italy
Is It Still Pizza, Spaghetti and Mandolino? Effect of Governance Reforms on Corporate Ownership in Italy

Author: Stefano Mengoli

Publisher:

Published: 2017

Total Pages: 38

ISBN-13:

DOWNLOAD EBOOK

This paper investigates the effect of corporate governance reforms on the balance between ownership and control in a country characterized by poor investor protection. We use the example of Italy, where major reforms were passed in 1998 to protect minority shareholders from the risks of expropriation on account of the exercise of high voting rights (or high control) by the ultimate owner despite low cash flow rights (or low ownership). Using a two-stage longitudinal research design incorporating both quantitative and qualitative analyses (1995-2005), we find that reforms led to improved disclosure and greater representation of minority shareholders. In turn, this led to a decline in the risk of expropriation of minority shareholders. The reforms had a greater effect on firms where an institutional investor was present. We also find that while reforms led to an increase in the cash flow rights of the ultimate owner, they did not lead to a decrease in voting rights. This paper highlights the importance of studying the mechanisms by which the content of reforms affects actual business practices through the use of longitudinal research designs and the crucial role played by institutional investors in improving governance practices of firms. This paper also suggests that corporate governance reforms are more likely to be successful when regulatory coercion is accompanied by provisions that facilitate market-based control mechanisms.

Remaking Italian Capitalism? The Politics of Corporate Governance Reform
Remaking Italian Capitalism? The Politics of Corporate Governance Reform

Author: Richard Deeg

Publisher:

Published: 2010

Total Pages: 51

ISBN-13:

DOWNLOAD EBOOK

This article addresses the issue of how to explain institutional change in national political economies. Within an actor-centered institutionalist theoretical framework, it explores the utility of a coalitional explanation for changes in the financial and corporate governance systems of Italy. Finance and corporate governance are useful foci for understanding change and the evolutionary direction of national political economies as a whole because, first, national and European reformers have focused a great deal of their energy on transforming financial market structures and corporate governance and, second, the regulation of finance and corporate governance is increasingly important as a means for states to exert influence over their economies. The paper finds considerable change in Italian capitalism as a result of successful elite reformers, party system changes, and the emergence of a reform coalition. However, change is limited and Italy retains a distinctive model of capitalism.