Multiple and increased vote
Going beyond the “one share, one vote” principle of corporate democracy, two institutions manage to reconcile the two needs: the multiple vote, which is linked to the shares and therefore can be transferred from one shareholder to another with the sale, and the increased, which instead is linked to the loyalty of the shareholder and therefore increases over time, but is lost in the event of transfer of the share. Both are aimed at promoting the growth of the company through acquisitions or mergers, but at the same time allow for the preservation of the strategic direction in the hands of the dynasty that was responsible for the success. Hence the strong attraction of entrepreneurs for Holland. Moving the registered office abroad is all in all harmless from an economic point of view as long as the tax and listing offices remain in Italy, it will be said. It’s not quite like that. “The operation often brings with it a whole series of high value-added activities such as legal, tax and consultancy services,” warns Marcello Bianchi, deputy general manager of Assonime, the association of joint-stock companies. Furthermore, he adds, “it renders inapplicable the Italian financial legislation which is in many respects among the most advanced in the world”. Not to mention that, sometimes, the transfer of the headquarters is a prelude to saying goodbye to Borsa Italiana: Exor has already left Milan for Amsterdam and CNH Industrial is preparing to leave Piazza Affari for Wall Street. These and other delistings have created a 50 billion capitalization hole in the Stock Exchange, reducing its weight on the real economy. The ratio between the value of listed companies and the GDP in Italy is about half that of Germany and Spain, a quarter of that of the United Kingdom, Holland and France.
The news of the Ddl Capitali
To plug the gap, in May the government presented the Capitals Bill. Among other things, the proposal envisages a reform of the multiple voting system which raises the multiplication factor of these special shares from 3 to 10. This right is reserved for companies intending to go public and has the clear purpose of encouraging entrepreneurs to open up capital, allowing them to raise resources for investments without losing control. The current formulation of the Capital Decree does not, however, contemplate any enhancement of the prerogatives of the controlling shareholders of companies already listed on the Stock Exchange. It therefore runs the risk of not blocking the transfer of registered offices to the Netherlands. In the Senate, several representatives have asked for a change to this effect: Francesco Gaetano Caltagirone, the director of Assonime, Stefano Firpo, the president of Assoholding, Gaetano de Vito. On Tuesday it will be the turn of the CEO of Equita, Andrea Vismara. Many of these experts suggest taking the opportunity to reform the increased voting rights as well, by increasing the multiplication factor from the current 2 to 10. It would also be adoptable by statute by already listed companies and would guarantee equal treatment between shareholders because the increased it is not linked to the identity of the shareholder, but to his loyalty: one more vote for every 12 months of uninterrupted holding of the share. One year, one vote.
The doubts of the market
Then there is market protection. Consob has, for example, underlined the danger that multiple voting shares allow the majority shareholder to autonomously decide on a capital increase. Or the risk of discrimination between multiple vote holders and minorities in the context of a takeover bid. “I would keep the current layout of the Capital Decree, leaving the role of avoiding downward competition between legal systems to EU legislation”, remarked Marco Ventoruzzo, president of Assosim. “Changing the quality of the shares of companies that are already listed is a delicate exercise because it modifies the pact signed between the entrepreneur and the market,” he observes. And even wanting to give in to realpolitik “any changes must not be imposed from above but left to the statutes with strong protections for minorities”. Multiple and increased votes, he concludes, “are fine but judiciously, they cannot be transformed into an expropriation by strong shareholders”.
2023-08-15 13:42:14
#Brembo #Campari #Mediaset #Italian #companies #Holland #hold
