Verso la riforma delle società quotate: criticità del contesto e consigli non richiesti

This essay shows how different the current framework is compared to the one that characterized the so-called Draghi reforms in the late 1990s. Since then, the State has profoundly scaled down its privatization ambitions, minority shareholders have become predominantly foreign and much more concentrated, hostile takeovers are no longer seen as a fundamental governance mechanism, and Italian companies has started to take advantage of the regulatory arbitrage opportunities that became available in the wake of Centros and its progeny of cases. Then, the essay sketches out some ideas of how the wide delegation of legislative powers that Parliament has recently granted the Government could be used to balance the conflicting goals of promoting listings by reducing regulatory burdens for issuers, on the one hand, and of preserving the attractiveness of Italian issuers to investors, on the other. The main idea is that most rules applicable to the stock of companies that are already listed should not be repealed but rather made default and that attention should be given to how sticky these defaults should be, by making the process of opting-out more or less difficult, depending on how valuable existing rules can be held to be from the perspective of (foreign) institutional investors. Finally, the essay argues that the reform should also do something to improve the legal framework applicable to venture capital deals and provides examples of measure that could be taken to this effect.