Reconstructing the Framework of Institutional Investor Stewardship in Italy: Synergies Between Hard and Soft Law

The article offers a complete overview of the normative framework provided by Italian law and self-regulation regarding the stewardship of asset managers and asset owners. In particular, it focuses on the relationship between hard law and soft law by outlining overlaps and divergences under five different perspectives: the scope of application, the integration of ESG factors, the extension to debtholder stewardship, the type of collaborative engagement promoted, and the problem of enforcement. Building on extant authoritative scholarship, the paper argues that in order to achieve a dynamic synergy between the two layers of the regulatory framework and avoid useless overlaps, Italian soft law should highlight the specificities of the national corporate governance landscape by nudging institutional investors (including foreign ones) into a set of behaviours that is country-specific, offer guidelines to integrate ESG factors, stimulate stewardship for debtholders, further develop platforms for collaborative engagement, and advance a complementary enforcement strategy to the one provided by hard law.