The voice of shareholders in listed companies
The legislator seems to be trudging through a radically changed context in which there is a need for certainty
On 10 October next, a study conference on the 'voice' of shareholders in listed companies will be held in Pavia, promoted and organised by the Guido Rossi Study Centre. There will be speeches by authoritative business law scholars from various universities and academic schools, preceded by a conversation led by Piergaetano Marchetti with Gian Maria Gros-Pietro and Massimo Tononi on the relationship between companies and shareholders in the reality of large listed companies, a topic that has been addressed in recent years by various important situations and operations in our economic and financial system.
An organic and articulated reflection on the dialectic between capital or, if you like, ownership and corporate governance in large Italian listed companies seems interesting, in order to question the venues and instruments through which shareholders exercise their 'voice' in open companies. There will be, among other things, attention to the prospects for reform emerging from the European discipline on shareholders' rights and the search for new organisational models capable of balancing decision-making efficiency with a more conscious and responsible involvement of capital. The overall objective will be a critical and prospective reading of the current dynamics of shareholding in listed companies.
In reality, as we all know, which conditions any legal discourse on the company, the issues take on rather diversified contents and contours in relation to the type of listed company in terms of ownership structures and special disciplines. But there remains a clou, consisting of the role of the shareholders, since it is the very listing itself that requires their presence and interest. We can also ask questions about the future of the listed company and its function in the raging of huge and extremely mobile capital, private and public funds, and intermediaries of various kinds, but if we talk about a company listed by shareholders and also indistinct, we must move, not only for corporate governance, but also for public supervision.
The equal position of shareholders, however, remains the essential principle, and the specialisation of rights should be limited, if not ruled out: in listed companies, this is a prerequisite for transparency and the market. Multiple voting, which has been much discussed in recent times, seems contrary to these principles, responds only to particular (or family) interests and lends itself to oblique uses. It is one thing to provide privileged patrimonial rights, perhaps even appropriate (savings shares were a failure, yes, but there was a logic to it and perhaps it could be reconsidered), quite another to provide not only multiple but multiplied voting rights; and close to multiple voting are voting syndicates, which are also contrary to transparency and equality among shareholders and on whose, albeit now recognised, lawfulness we should once again ask ourselves questions.
And then there are the shareholders' conflicts of interest, many, widespread; there are various questions: which interests do the shareholders present or represented on the board of directors pursue? The interests of the company and the autonomy of the shareholders: what balance? The interests of shareholders vs. those of managers? The interests of shareholders with activities in competition with the company? And then there are the institutional investor shareholders, whose role is now unavoidable. As well, it is doubtful to still speak of minority shareholders, while in the face of a few shareholders of true control, one should reflect on shareholders as investors.
