In 2014, the Italian Government broke an old taboo of Italian corporate law, joining the ranks of many different legal systems that allow the issuance of multiple voting shares (MVSs), including the United States. The importance of the reform is therefore broad, also because it offers the occasion to review, more generally, the state of the debate on MVSs.
The new rules are also interesting because they are both a cause and a consequence of regulatory competition in Europe, and can be considered an example of the recent trend toward greater flexibility and contractual freedom in corporate law. This article examines the new rules in a comparative perspective, considering similar experiences in Europe and the US, and discussing the empirical evidence on the effects of MVSs, especially in listed corporations. The second part of the paper illustrates some interpretative issues raised by the new Italian rules, and the possible motivations of the Italian legislature in taking this step also vis-a-vis the planned privatization of some large state-owned enterprises.
Using data on the universe of US-based mutual funds, we find that two out of five fund families hold corporate bonds of firms in which they also own an equity stake. We show that the greater the fraction of debt a fund family holds in a given...Read more
The European Court of Justice’s landmark decision in Centros was heralded as creating the preconditions for a vibrant market for incorporations in the EU. In practice, however, today’s corporate landscape in Europe differs little from...Read more
This article offers a theory of mutual fund voting to answer when mutual funds should vote on behalf of their investors and when they should not. It argues that voting authority for mutual funds ought to depend upon: (1) whether the fund...Read more
This article analyzes the main problems and the solutions adopted in the market for Initial Coin Offerings (ICO), an alternative financing solution that has experienced spectacular growth and notoriety in recent years. This market relies on the...Read more