Rivista del Diritto Commerciale e del diritto generale delle Obbligazioni

Abstract: Multiple-voting shares and capital market competitiveness - The issue of multiple voting shares is back in the news in Italy, where is pending approval of a draft law on the introduction of a number of measures to support the competitiveness of the capital market, including measures relating to dual class shares and loyalty shares. In particular, the new measures relate to the increase of the voting multiplier from “three” to “ten” votes per share with respect to the dual shares and from “two” to “ten” votes per share with respect to the loyalty shares. The intention of the legislator is to make the Italian system more “flexible” and therefore more competitive, to bring it into line with other European systems and to counter the phenomenon of Italian companies transferring their registered offices abroad, in particular to the Netherlands. The aim of this paper is to contribute to the scientific debate on the issue of multiple voting shares by shedding light on some of the slogans of the reform, which do not help to understand the real practical value of the proposed innovations, which should be read not only in the perspective of the Italian corporate system, but also in the framework of the proposed European Directive on multiple voting shares and in light of the interests at stake.  

Sommario: 1. Premessa – 2. Le regole che non ci sono – 2.1. Il c.d. DDL Capitali – 2.2. La proposta di direttiva – 3. Il diritto italiano – 3.1. Il confronto con l’Olanda – 3.2. I punti di forza alla luce della direttiva – 4. I bisogni di protezione – 5. Il problema delle quotate – 6. Il problema delle migrazioni all’estero – 7. Conclusioni  

Keywords: Corporate law — Multiple voting shares.