The Disappearing Taboo of Multiple Voting Shares: Regulatory Responses to the Migration of Chrysler-Fiat

23 Pages Posted: 7 Mar 2015 Last revised: 9 Apr 2015

See all articles by Marco Ventoruzzo

Marco Ventoruzzo

Pennsylvania State University, Penn State Law; Bocconi University - Department of Law

Date Written: March 5, 2015

Abstract

In 2014, the Italian Government broke an old taboo of Italian corporate law, joining the ranks of many different legal systems that allow the issuance of multiple voting shares (MVSs), including the United States. The importance of the reform is therefore broad, also because it offers the occasion to review, more generally, the state of the debate on MVSs. The new rules are also interesting because they are both a cause and a consequence of regulatory competition in Europe, and can be considered an example of the recent trend toward greater flexibility and contractual freedom in corporate law. This article examines the new rules in a comparative perspective, considering similar experiences in Europe and the US, and discussing the empirical evidence on the effects of MVSs, especially in listed corporations. The second part of the paper illustrates some interpretative issues raised by the new Italian rules, and the possible motivations of the Italian legislature in taking this step also vis-a-vis the planned privatization of some large state-owned enterprises.

Keywords: Regulatory competition, one-share, one-vote, controlling shareholders, institutional investors, multiple voting shares, loyalty shares, dual class structures, control enhancing devices

JEL Classification: K22

Suggested Citation

Ventoruzzo, Marco, The Disappearing Taboo of Multiple Voting Shares: Regulatory Responses to the Migration of Chrysler-Fiat (March 5, 2015). Bocconi Legal Studies Research Paper No. 2574236; Penn State Law Research Paper No. 3-2015; ECGI - Law Working Paper No. 288/2015. Available at SSRN: https://ssrn.com/abstract=2574236 or http://dx.doi.org/10.2139/ssrn.2574236

Marco Ventoruzzo (Contact Author)

Pennsylvania State University, Penn State Law ( email )

Lewis Katz Building
University Park, PA 16802
United States

HOME PAGE: https://law.psu.edu/faculty/ventoruzzo

Bocconi University - Department of Law ( email )

Via Roentgen, 1
Milan, 20136
Italy

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