Corporate Governance in Italy after the 1998 Reform


Book Description

In February 1998 the Italian Government passed an Act reforming the law on financial services, stock exchanges and listed companies. With regard to listed companies, the reform was intended to strengthen minority shareholders' rights. The idea behind the new rules on corporate governance was that active institutional investors would make use, if necessary, of these rights in their monitoring of listed companies. A reduction of the agency costs stemming from the separation between ownership and control in listed companies would follow, with beneficial effects for shareholders' wealth and for the Italian economy as a whole. This paper tries to answer two questions: first, whether the changes in the law resulting from the 1998 reform encourage institutional investor activism in Italy; and second, whether, legal rules aside, it is reasonable to expect significant institutional investor activism in Italy. We provide, then, both an empirical analysis of the factors affecting institutional investor activism in Italy and a legal analysis of the most relevant changes in the Italian mutual funds and corporate laws, following the 1998 reform. The former analysis shows that institutional shareholdings and investment strategies are compatible with the hypothesis that institutional investors can play a significant role in the corporate governance of Italian listed companies. However, a curb to their playing such an active role may derive from the predominance of mutual fund managers belonging to banking groups (giving rise to conflicts of interest) and from the prevailing ownership structure of listed companies, which are still dominated by controlling shareholders holding stakes higher than, or close to, the majority of the capital (implying a weaker bargaining power of institutions vis-a-vis controllers). The analysis of the legal changes prompted by the 1998 financial markets and corporate law reform indicates that the legal environment is now definitely more favorable to institutional investor activism than before. However, the Italian legal environment proves still to be little favorable to institutional investor activism, when compared to that of the U.S. or the U.K.










Is It Still Pizza, Spaghetti and Mandolino? Effect of Governance Reforms on Corporate Ownership in Italy


Book Description

This paper investigates the effect of corporate governance reforms on the balance between ownership and control in a country characterized by poor investor protection. We use the example of Italy, where major reforms were passed in 1998 to protect minority shareholders from the risks of expropriation on account of the exercise of high voting rights (or high control) by the ultimate owner despite low cash flow rights (or low ownership). Using a two-stage longitudinal research design incorporating both quantitative and qualitative analyses (1995-2005), we find that reforms led to improved disclosure and greater representation of minority shareholders. In turn, this led to a decline in the risk of expropriation of minority shareholders. The reforms had a greater effect on firms where an institutional investor was present. We also find that while reforms led to an increase in the cash flow rights of the ultimate owner, they did not lead to a decrease in voting rights. This paper highlights the importance of studying the mechanisms by which the content of reforms affects actual business practices through the use of longitudinal research designs and the crucial role played by institutional investors in improving governance practices of firms. This paper also suggests that corporate governance reforms are more likely to be successful when regulatory coercion is accompanied by provisions that facilitate market-based control mechanisms.




A History of Corporate Governance around the World


Book Description

For many Americans, capitalism is a dynamic engine of prosperity that rewards the bold, the daring, and the hardworking. But to many outside the United States, capitalism seems like an initiative that serves only to concentrate power and wealth in the hands of a few hereditary oligarchies. As A History of Corporate Governance around the World shows, neither conception is wrong. In this volume, some of the brightest minds in the field of economics present new empirical research that suggests that each side of the debate has something to offer the other. Free enterprise and well-developed financial systems are proven to produce growth in those countries that have them. But research also suggests that in some other capitalist countries, arrangements truly do concentrate corporate ownership in the hands of a few wealthy families. A History of Corporate Governance around the World provides historical studies of the patterns of corporate governance in several countries-including the large industrial economies of Canada, France, Germany, Italy, Japan, the United Kingdom, and the United States; larger developing economies like China and India; and alternative models like those of the Netherlands and Sweden.




Corporate Governance and Institutional Investment


Book Description

Corporate Governance and Institutional Investment focuses on corporate governance and the legal nature of institutional investors in the corporate system. Its aim is to expose the complexity of the relationships that exist between companies on one side, and their shareholders, stakeholders, and monitors on the other. Various types of investors, including trusts and companies, are discussed, including how they function under different legal guidelines. The role of investment managers acting on the behalf of institutional investors is examined, as well as why fund managers overlook the corporate governance problems of their investee’s companies when they are performing well financially. This complexity is one of the main reasons why corporate scandals still occur, despite the existence of an extensive academic literature on corporate governance and the sustained efforts by the corporate community around the world. An analysis of how the monitoring role of institutional investors became effective in the light of company law and trusts is presented by using a comparative model involving the U.K., the U.S.A., Pakistan, and continental Europe. Financial scandals of the last decade such as Enron, Northern Rock, and the banking crisis are also examined. Finally, a review of regulatory approaches which rely upon formal rules and institutions backed by the state legal system, and non-regulatory approaches emphasizing the market mechanism and contractual arrangements, is included.




Corporate Governance Rules for Investment Funds in Italy


Book Description

The corporate governance of investment funds was hardly studied in Italy before the reform of 1998, when the Financial Markets Consolidated Act (TUF) entered into force, amending the rules on management companies (SGRs) and introducing new corporate governance rules for listed companies. Following this reform, it is now clear that the management of SGRs is an extremely delicate and sensitive matter, especially when the legislator assigns a central role in the governance of listed companies to these intermediaries.From 1998 onwards, commentators have gradually started to pay more attention to this topic, and the quantity and quality of the measures taken by the supervisory authorities and the Professional Association of Fund Managers (Assogestioni) have also increased. Consequently, there has been a very lively and rich debate in recent years. The present article intends to address this debate and attempts to examine the issue from a double point of view: that of the unit holders (conflict of interests risk) and that of the companies in which the stakes are held (funds as minority shareholders). These aspects may become intertwined in cases in which, for example, a manager buys shares in a company for purposes of control or, at any rate, for purposes other than maximising the profits of the unit holders' investment.







Corporate Governance


Book Description

This book brings together a representative collection of perspectives on the way how corporate governance is being aligned with the social responsibility of an organization and the accountability of its management both in large corporations and in medium sized businesses. Examples are given from various industries and branches as well as from different countries and regions across the globe. All examples are commented and explained in detail. Written by a group of selected academic teachers this book is suitable for adoption as a resource for a case driven approach to teaching "Corporate Governance" courses at an upper undergraduate or graduate level.




Handbook on International Corporate Governance


Book Description

'Throughout the world there is conflict between the desire to reap wealth from strong corporate functioning and the imperative of preserving the integrity of the sovereign state. Christine Mallin has assembled a collection of delightful essays describing the current circumstances of corporate governance in a variety of different countries. The volume reads like a story, fascinating, accessible and informative. The book can be read for information in each article or as a totality giving insight into the critical balancing of interests required in particular countries. Anyone buying this book – and you should – will have a fine experience.' – Robert Monks, Lens Governance Advisors, US The second edition of this major Handbook provides a thoroughly revised and extensive analysis of the development of corporate governance across a broad range of countries including Australia, China, Germany, India, Italy, Japan, Poland, Russia, South Africa, Spain, Turkey and the UK. Additional coverage in this second edition includes Brazil, Hungary, Malaysia, and Norway. The Handbook reveals that whilst the stage in the corporate governance life cycle may vary from country to country, there are certain core features that emerge such as the importance of transparency, disclosure, accountability of directors and protection of minority shareholders' rights. With contributions by leading academics and practitioners in the field of corporate governance, this important Handbook provides a comprehensive insight into the evolution of corporate governance in countries with diverse cultural, economic and legal systems.