Maggiorazione del voto e o.p.a. obbligatoria

The decree law 91/2014 introduced loyalty shares for listed companies and provided that the passing of the mandatory bid threshold, as calculated with regard to voting rights, because of the increase of the number of votes exercisable per share, triggered the mandatory bid. The paper assesses the interaction between loyalty shares and the mandatory bid, in the context of their economic purposes. The mandatory bid, in Italy, aims mainly at guaranteeing the equality of treatment of target shareholders; on the other side, loyalty shares are meant to foster the number IPOs, especially with regard to SMEs, and their use by controlling shareholders to consolidate control in already listed companies should be avoided. Because these objective can and do conflict, the legislator crafted a dual regime of the mandatory bid according to the size of the company. Although this regime is consistent, at a general level, with its inspiring purpose, the contradictions and the lack of clarity of some provisions cannot be always solved through a teleological approach to the construction of the rules.