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The Shareholder Rights Directive II, 2021

Enforcement mechanisms purport to ensure the compliance with all transposed SRD II rules by enhan... more Enforcement mechanisms purport to ensure the compliance with all transposed SRD II rules by enhancing the credibility of the long-term shareholder engagement and agenda that has been at the forefront of the Commission’s ambition. Safeguarding compliance in this area can also reinforce credibility in the markets, investor confidence and sound corporate governance, and investment management practices. Most importantly, the element of accountability of concerned persons who are supposed to fulfil the SRD II duties is of paramount importance now that the SRD II has been transposed into national laws. The aim of this chapter is to present the various types of enforcement mechanisms and to critically assess their adaptability and efficiency in relation to the areas of practice affected by the SRD II.

The Shareholder Rights Directive II, 2021

Side Isle 2007 Third Annual Conference, Nov 9, 2007

SSRN Electronic Journal, 1999

... shareholders' interests. 3 Also uncommon is separation via financial supervision... more ... shareholders' interests. 3 Also uncommon is separation via financial supervision by banks or other ... 22 The very strict separation between banks and commercial firms, together with the regulation separating long-and short-term lending, limited ...

SSRN Electronic Journal, 2000

SSRN Electronic Journal, 2012

The Competition Committee holds occasional "hearings" to address strategic issues outside the cor... more The Competition Committee holds occasional "hearings" to address strategic issues outside the core competition domain and to improve the analysis in such areas where competition can be meaningful. A hearing on Competition and Corporate Governance was held in February 2010. This document includes an aide-memoire as well as contributions and presentations from the following panellists:

SSRN Electronic Journal, 2014

This paper assesses how Italian companies have implemented the regulation on related party transa... more This paper assesses how Italian companies have implemented the regulation on related party transactions enacted by Consob in 2010. Companies have been given some degree of freedom in devising their internal codes: they may "opt-up" or "opt-down" from some of the default provisions set forth in the regulation, thus tailoring internal codes to their own individual needs. We investigate how firms have made use of these options, building an ad hoc firm-specific indicator which focuses on five key provisions. We find that the options we focus on have been taken advantage of in a variety of ways. We also verify the hypothesis that firms adopt stricter/looser procedures depending on corporate governance characteristics. While non-controlled firms seem to have set up stricter procedures, among controlled-companies those where a single shareholder or a coalition holds a stake lower than 50% of voting and cash flow rights have weaker procedures. Finally, while a higher presence of independent directors does not seem to play a role, the presence of a director nominated by institutional investors is positively correlated with stricter procedures.

SSRN Electronic Journal, 2006

Between 1990 and 2005 the Italian legal and economic framework relating to financial markets expe... more Between 1990 and 2005 the Italian legal and economic framework relating to financial markets experienced major developments (a new Banking Law was passed, institutional investors' role increased in financial markets, the stock market was privatized, a securities law was enacted, a corporate governance code was introduced and then twice revised; a new company law has been enacted; the "law on savings" has further strengthened shareholders' protection). All these changes should have deeply affected the governance structure of Italian companies. We provide an in-depth (descriptive) analysis of the evolution of both unlisted and listed corporate governance over the period, with the aim of evaluating the effect of the reforms in the light of the recent theoretical developments. We find limited changes in the ownership and control structures of unlisted firms and listed companies. At the same time there is no substantial increase in the access to stock market. For both listed and unlisted companies we observe some changes in the instruments used to ensure stability of control. In unlisted companies the aim is pursued through an increasing use of by-laws clauses that restrict the transferability of shares; in listed companies the objective was reached in the past through an extensive use of pyramids, more recently by establishing shareholders' coalitions of various nature, with an increasing relevance of bank-firm relationships. This evidence shows that no radical change occurred; this suggests on the one side, that it might still be necessary to further strengthen shareholders' protection; on the other side, that the unwillingness of owners to release control is central in understanding the limited separation between ownership and control in Italy. The role of coalitions and the nature of the bank-firm relationships seem to be the main issues for both regulatory and market developments.

SSRN Electronic Journal

We wish to thank Rossella Signoretti, Rolf Skog, Tobias Tröger, and participants to the Oxford Wo... more We wish to thank Rossella Signoretti, Rolf Skog, Tobias Tröger, and participants to the Oxford Workshop and the Frankfurt Conference on The Law and Finance of Related Party Transactions for helpful comments and suggestions, and Enrico Goitre for his excellent research assistance.

L Impresa Al Plurale, 2001

Marcello Bianchi elabora uno schema di partecipazione azionaria attiva e collettiva che risolva i... more Marcello Bianchi elabora uno schema di partecipazione azionaria attiva e collettiva che risolva i problemi connessi alla intestazione individuale delle azioni. In base alle positive esperienze nord-americana e francese, indica quale percorso normativo andrebbe compiuto nel nostro paese e non solo nell’interesse dei lavoratori.

New Issues in Financial Institutions Management, 2010

Over the past decade, close attention has been paid to the role that corporate governance plays i... more Over the past decade, close attention has been paid to the role that corporate governance plays in capital markets and more generally in the economic system. As a matter of fact, it has been hypothesized and, in some cases, empirically demonstrated that good corporate governance improves firms’ performance, guarantees a higher degree of transparency in the market and increases shareholders’ protection.

Bank Strategy, Governance and Ratings, 2011

Executive remuneration has long been considered a key variable of corporate governance in that it... more Executive remuneration has long been considered a key variable of corporate governance in that it can allow a better alignment of the management’s interests with those of the shareholders. In a context of asymmetric information, the optimal contracting theory suggests that an efficient remuneration contract, namely one with a fine-tuned mix of fixed and variable components, might effectively overcome agency problems (Jensen and Meckling, 1976; Fama and Jensen, 1983; Jensen and Murphy, 1990). However, recent scandals have indicated that when it comes to the real world these theoretical predictions are not always grounded. Actually, the competing rent extraction view has shown a strong explanatory power by hypothesizing that managers are able to influence the pay process for their own benefit (La Porta et al., 1999; Bebchuk et al., 2002; Bebchuk and Fried, 2006).

Corporate Governance as An Interpretation of Italian Firms’ Backwardness

Journal of Applied Corporate Finance, 2011

Nearly 86% of listed Italian companies now claim to be in formal compliance with the provisions o... more Nearly 86% of listed Italian companies now claim to be in formal compliance with the provisions of the Italian Corporate Governance Code, which, like many codes in EU countries, give companies the option to either comply or explain their decision not to do so. But in the wake of the recent financial crisis, the effectiveness of such self-regulatory corporate governance codes has been subjected to increasing skepticism. In particular, critics wonder whether such governance codes actually encourage the adoption of best practices and promote better governance.This article presents a governance indicator (CoRe) devised by the authors that attempts to assess the actual, or effective, levels of compliance with the Italian Corporate Governance Code in terms of listed companies' procedures for dealing with related party transactions (RPTs). The authors report that the companies' level of effective compliance with regard to RPTs is considerably lower than their publicly reported levels of formal compliance. The authors also report that higher levels of effective compliance tend to be found in companies where (1) minority shareholders have appointed one or more directors; (2) independent directors serve on important committees; and (3) there are significant holdings by institutional investorsparticularly foreign investorswho participate in general shareholder meetings.

The Shareholder Rights Directive II, 2021

Enforcement mechanisms purport to ensure the compliance with all transposed SRD II rules by enhan... more Enforcement mechanisms purport to ensure the compliance with all transposed SRD II rules by enhancing the credibility of the long-term shareholder engagement and agenda that has been at the forefront of the Commission’s ambition. Safeguarding compliance in this area can also reinforce credibility in the markets, investor confidence and sound corporate governance, and investment management practices. Most importantly, the element of accountability of concerned persons who are supposed to fulfil the SRD II duties is of paramount importance now that the SRD II has been transposed into national laws. The aim of this chapter is to present the various types of enforcement mechanisms and to critically assess their adaptability and efficiency in relation to the areas of practice affected by the SRD II.

The Shareholder Rights Directive II, 2021

Side Isle 2007 Third Annual Conference, Nov 9, 2007

SSRN Electronic Journal, 1999

... shareholders' interests. 3 Also uncommon is separation via financial supervision... more ... shareholders' interests. 3 Also uncommon is separation via financial supervision by banks or other ... 22 The very strict separation between banks and commercial firms, together with the regulation separating long-and short-term lending, limited ...

SSRN Electronic Journal, 2000

SSRN Electronic Journal, 2012

The Competition Committee holds occasional "hearings" to address strategic issues outside the cor... more The Competition Committee holds occasional "hearings" to address strategic issues outside the core competition domain and to improve the analysis in such areas where competition can be meaningful. A hearing on Competition and Corporate Governance was held in February 2010. This document includes an aide-memoire as well as contributions and presentations from the following panellists:

SSRN Electronic Journal, 2014

This paper assesses how Italian companies have implemented the regulation on related party transa... more This paper assesses how Italian companies have implemented the regulation on related party transactions enacted by Consob in 2010. Companies have been given some degree of freedom in devising their internal codes: they may "opt-up" or "opt-down" from some of the default provisions set forth in the regulation, thus tailoring internal codes to their own individual needs. We investigate how firms have made use of these options, building an ad hoc firm-specific indicator which focuses on five key provisions. We find that the options we focus on have been taken advantage of in a variety of ways. We also verify the hypothesis that firms adopt stricter/looser procedures depending on corporate governance characteristics. While non-controlled firms seem to have set up stricter procedures, among controlled-companies those where a single shareholder or a coalition holds a stake lower than 50% of voting and cash flow rights have weaker procedures. Finally, while a higher presence of independent directors does not seem to play a role, the presence of a director nominated by institutional investors is positively correlated with stricter procedures.

SSRN Electronic Journal, 2006

Between 1990 and 2005 the Italian legal and economic framework relating to financial markets expe... more Between 1990 and 2005 the Italian legal and economic framework relating to financial markets experienced major developments (a new Banking Law was passed, institutional investors' role increased in financial markets, the stock market was privatized, a securities law was enacted, a corporate governance code was introduced and then twice revised; a new company law has been enacted; the "law on savings" has further strengthened shareholders' protection). All these changes should have deeply affected the governance structure of Italian companies. We provide an in-depth (descriptive) analysis of the evolution of both unlisted and listed corporate governance over the period, with the aim of evaluating the effect of the reforms in the light of the recent theoretical developments. We find limited changes in the ownership and control structures of unlisted firms and listed companies. At the same time there is no substantial increase in the access to stock market. For both listed and unlisted companies we observe some changes in the instruments used to ensure stability of control. In unlisted companies the aim is pursued through an increasing use of by-laws clauses that restrict the transferability of shares; in listed companies the objective was reached in the past through an extensive use of pyramids, more recently by establishing shareholders' coalitions of various nature, with an increasing relevance of bank-firm relationships. This evidence shows that no radical change occurred; this suggests on the one side, that it might still be necessary to further strengthen shareholders' protection; on the other side, that the unwillingness of owners to release control is central in understanding the limited separation between ownership and control in Italy. The role of coalitions and the nature of the bank-firm relationships seem to be the main issues for both regulatory and market developments.

SSRN Electronic Journal

We wish to thank Rossella Signoretti, Rolf Skog, Tobias Tröger, and participants to the Oxford Wo... more We wish to thank Rossella Signoretti, Rolf Skog, Tobias Tröger, and participants to the Oxford Workshop and the Frankfurt Conference on The Law and Finance of Related Party Transactions for helpful comments and suggestions, and Enrico Goitre for his excellent research assistance.

L Impresa Al Plurale, 2001

Marcello Bianchi elabora uno schema di partecipazione azionaria attiva e collettiva che risolva i... more Marcello Bianchi elabora uno schema di partecipazione azionaria attiva e collettiva che risolva i problemi connessi alla intestazione individuale delle azioni. In base alle positive esperienze nord-americana e francese, indica quale percorso normativo andrebbe compiuto nel nostro paese e non solo nell’interesse dei lavoratori.

New Issues in Financial Institutions Management, 2010

Over the past decade, close attention has been paid to the role that corporate governance plays i... more Over the past decade, close attention has been paid to the role that corporate governance plays in capital markets and more generally in the economic system. As a matter of fact, it has been hypothesized and, in some cases, empirically demonstrated that good corporate governance improves firms’ performance, guarantees a higher degree of transparency in the market and increases shareholders’ protection.

Bank Strategy, Governance and Ratings, 2011

Executive remuneration has long been considered a key variable of corporate governance in that it... more Executive remuneration has long been considered a key variable of corporate governance in that it can allow a better alignment of the management’s interests with those of the shareholders. In a context of asymmetric information, the optimal contracting theory suggests that an efficient remuneration contract, namely one with a fine-tuned mix of fixed and variable components, might effectively overcome agency problems (Jensen and Meckling, 1976; Fama and Jensen, 1983; Jensen and Murphy, 1990). However, recent scandals have indicated that when it comes to the real world these theoretical predictions are not always grounded. Actually, the competing rent extraction view has shown a strong explanatory power by hypothesizing that managers are able to influence the pay process for their own benefit (La Porta et al., 1999; Bebchuk et al., 2002; Bebchuk and Fried, 2006).

Corporate Governance as An Interpretation of Italian Firms’ Backwardness

Journal of Applied Corporate Finance, 2011

Nearly 86% of listed Italian companies now claim to be in formal compliance with the provisions o... more Nearly 86% of listed Italian companies now claim to be in formal compliance with the provisions of the Italian Corporate Governance Code, which, like many codes in EU countries, give companies the option to either comply or explain their decision not to do so. But in the wake of the recent financial crisis, the effectiveness of such self-regulatory corporate governance codes has been subjected to increasing skepticism. In particular, critics wonder whether such governance codes actually encourage the adoption of best practices and promote better governance.This article presents a governance indicator (CoRe) devised by the authors that attempts to assess the actual, or effective, levels of compliance with the Italian Corporate Governance Code in terms of listed companies' procedures for dealing with related party transactions (RPTs). The authors report that the companies' level of effective compliance with regard to RPTs is considerably lower than their publicly reported levels of formal compliance. The authors also report that higher levels of effective compliance tend to be found in companies where (1) minority shareholders have appointed one or more directors; (2) independent directors serve on important committees; and (3) there are significant holdings by institutional investorsparticularly foreign investorswho participate in general shareholder meetings.