The reform of the TUF risks encouraging delisting rather than listing

The reform of the Consolidated Law on Finance (TUF), launched with the ambitious aim of facilitating access to risk capital and making the Italian stock market more competitive, could end up achieving the exact opposite. In 88 companies – accounting for almost half of all listed firms (48%) – the largest shareholder already holds the voting rights required at shareholders’ meetings to force a delisting at bargain prices. Furthermore, out of 123 listed small and medium-sized enterprises (SMEs) (which account for almost 67 per cent of the market), as many as 108 currently meet the size criteria to opt in to a new deregulated regime that allows for a drastic curtailment of minority shareholders’ rights.

These are the alarming figures – calculated on the basis of a sample of 184 listed companies as at 31 December 2024 – which shed light on the possible effects of the so-called ‘Capitali Law’. The opportunity to lay bare these critical issues arose with the presentation of the empirical research conducted by the FinGov centre at the Catholic University, presented in Milan on 30 June 2026, and authored by Massimo Belcredi and Andrea Cardani.

Drawing on an analysis of company data, Belcredi has dismantled the premises of the reform, highlighting how the framework grants unprecedented and often self-serving power to controlling shareholders. The new Article 112-bis of the TUF, for example, lowers the quorum required for a general meeting to approve delisting to just 75 per cent of the share capital present. If we add to this the fact that the price imposed on minority shareholders is tied to the average share price over the last six months – a mechanism which, according to the authors, has historically resulted in a 20 per cent discount compared with the premiums offered in traditional takeover bids – the picture becomes particularly unfavourable for minority shareholders.

Even the formal safeguards appear fragile: the preliminary opinion required to approve the transaction rests with independent directors who, in 97 per cent of cases – as explained – represent the same majority. Deregulation is having an equally significant impact on new listings and SMEs opting for the ‘opt-in’ route: the law allows the threshold for related-party transactions to be raised to 10 per cent, removes the obligation to vote by list and permits the quorum for extraordinary general meetings to be lowered to 50 per cent of those present. Belcredi has described this paradox – which lowers safeguards below the levels required even by the Civil Code for unlisted companies – as a veritable ‘regulatory step’ leading downwards: ‘This is not the step to climb to the next floor; this is the step leading down to the cellar’. To complicate matters further, the legislator has provided for a ‘two-step’ process in which the most far-reaching amendments to the articles of association can be approved at a later stage, effectively depriving dissenting shareholders of their right of withdrawal.

This ease with which rules can be circumvented and manipulated clashes head-on with economic logic, prompting Luca Enriques, professor of commercial law at Bocconi, to offer his insights. The crux of his argument centres on the inevitable boomerang effect that a stock exchange which reduces exit safeguards will suffer precisely when seeking to attract new IPOs. The stock market, Enriques explained, borrowing the metaphor of the American legal scholar Edward B. Rock, should function like a ‘lobster trap’: ‘something that is easy to get into, but very difficult to get out of’. The new TUF could trigger adverse selection, meaning the market will pre-emptively impose a heavy penalty on entry prices: ‘If it is known that delisting is easy, investors will be more reluctant to invest in the company from the outset,’ explained the professor, because no institutional investor is willing to finance a start-up knowing that the majority shareholder could buy the company back at a reduced price.