The present project wants to empirically investigate all the Italian dual class unifications made between 1974 till 2005 and show that most of them have led to an unfair expropriation of minority voting shareholders's wealth. The majority shareholder, in fact, could have previously bought relevant stakes of non-voting shares and then decided their unification. This way, he could hedge the loss on the voting shares' block due to the dilution of the voting right. Given the actual total absence of any regulation, DCUs could give rise to shareholders' expropriation also in the future. By showing that, the present research should favour the working out of some form of regulation aimed to prevent or discourage some misconduct. Among the possible solutions: a compulsory disclosure of relevant non-voting shares' ownership (with the same current thresholds of voting shares), a form of compensation to voting shareholders (as in UK or Israel), the sterilization of the majority shareholder' votes when he is in conflict of interests in the voting and non-voting shareholders' meeting which must approve the unification proposal. DCUs could give rise to shareholders' expropriation in any country. However, given the historical higher value of Italian listed companies' voting rights and some other institutional peculiarities, the Italian setting is the most favourable to find and measure such phenomenon. Based on the Italian evidence, the present research aims to obtain results which are valid worldwide and which could therefore favour its publication on one of the top international journal. Its publication on Italian journals as well as its presentation at Italian and International conferences, instead, should trigger a debate on which new soft regulation should be passed in order to prevent that dual class unifications can give rise to shareholders' expropriations.

La conversione delle azioni di risparmio e l'espropriazione degli azionisti di minoranza / M. Bigelli. - (2006).

La conversione delle azioni di risparmio e l'espropriazione degli azionisti di minoranza

BIGELLI, MARCO
2006

Abstract

The present project wants to empirically investigate all the Italian dual class unifications made between 1974 till 2005 and show that most of them have led to an unfair expropriation of minority voting shareholders's wealth. The majority shareholder, in fact, could have previously bought relevant stakes of non-voting shares and then decided their unification. This way, he could hedge the loss on the voting shares' block due to the dilution of the voting right. Given the actual total absence of any regulation, DCUs could give rise to shareholders' expropriation also in the future. By showing that, the present research should favour the working out of some form of regulation aimed to prevent or discourage some misconduct. Among the possible solutions: a compulsory disclosure of relevant non-voting shares' ownership (with the same current thresholds of voting shares), a form of compensation to voting shareholders (as in UK or Israel), the sterilization of the majority shareholder' votes when he is in conflict of interests in the voting and non-voting shareholders' meeting which must approve the unification proposal. DCUs could give rise to shareholders' expropriation in any country. However, given the historical higher value of Italian listed companies' voting rights and some other institutional peculiarities, the Italian setting is the most favourable to find and measure such phenomenon. Based on the Italian evidence, the present research aims to obtain results which are valid worldwide and which could therefore favour its publication on one of the top international journal. Its publication on Italian journals as well as its presentation at Italian and International conferences, instead, should trigger a debate on which new soft regulation should be passed in order to prevent that dual class unifications can give rise to shareholders' expropriations.
2006
La conversione delle azioni di risparmio e l'espropriazione degli azionisti di minoranza / M. Bigelli. - (2006).
M. Bigelli
File in questo prodotto:
Eventuali allegati, non sono esposti

I documenti in IRIS sono protetti da copyright e tutti i diritti sono riservati, salvo diversa indicazione.

Utilizza questo identificativo per citare o creare un link a questo documento: https://hdl.handle.net/11585/35620
 Attenzione

Attenzione! I dati visualizzati non sono stati sottoposti a validazione da parte dell'ateneo

Citazioni
  • ???jsp.display-item.citation.pmc??? ND
  • Scopus ND
  • ???jsp.display-item.citation.isi??? ND
social impact