Increased vote in the assembly, an ad hoc amendment is being studied

Milan — The deadline for the presentation of amendments to the Capitali bill, which has been the focus of the debate in recent days, has been postponed to 27 July. After the many hearings that took place in the Finance Commission, it will be necessary to see which amendments will actually be presented and their content.

One of these is being studied by the legislative office of the Brothers of Italy group in the Senate and could be presented by the rapporteur to the bill Fausto Orsomarso. According to some rumors, the amendment being studied would contain very incisive regulatory proposals, such as individual voting for the election of directors of the boards of directors of listed companies, the introduction by law (opt out) of multiple voting and increased voting with a multiplier increased up to 10 or 20 times (from the current 3 and 2). Changes that could also have a significant impact on some financial items in progress, starting with that for the control of Generali, where a core of Italian entrepreneurs, led by Delfin of the Del Vecchio family and by Caltagirone, is trying to count more on the board.

But these regulatory changes, assuming the amendments are tabled, they will have to be examined by the government which has a much less aggressive position in this regard. The strengthening of the multiple and increased voting rights was designed to prevent several Italian companies from transferring their headquarters to the Netherlands, in order not to lose control at the time of listing on the Stock Exchange.

It has already happened for nine companies lately and it is a negative sign for the Italian financial system. Furthermore, any strengthening of the voting rights of the majority cannot be to the detriment of the protection of minorities, and therefore can only be introduced in companies where the extraordinary shareholders’ meeting resolves it with a strengthened majority. Yesterday Adiconsum also intervened on the subject, which through the mouth of its president Carlo De Masi made it known that “the derogation from the “one share – one vote” principle increases the risk that the “increased” shareholder will benefit at the expense of the company and the minority shareholder”.

However, there is still a long way to go, given that in August the Finance Commission will be busy with the tax delegation. The discussion of the amendments on the capital bill will resume in September and only in the autumn will it be possible to have a definitive text and understand the scope of the provision. The mid-September deadline set for presenting the lists for the renewal of the Mediobanca board of directors will certainly be bypassed, avoiding jolts. The disruptive move would be the introduction of the increased vote by law, without the approval of the assembly. But this hypothesis is currently considered unlikely.