ITALY Trends and Developments Contributed by: Francesco Di Carlo and Filippo Raynaud, Fivers Studio Legale e Tributario
a regulated market. However, a company may retain a multiple-voting structure after listing on a regulated market. In other words, multiple voting shares issued by a company prior to listing retain their characteris - tics and rights even after listing. In 2014, the legislature also allowed listed companies to introduce a “loyalty programme”, whereby a listed company may provide in its by-laws that a share - holder that holds a share for a continuous period of not less than 24 months (starting from the date of registration on a special list) would increase the vot - ing rights attached to that share up to a maximum of two votes per share (“ordinary surcharge”) (ie, Article 127-quinquies of CFA). The Capital Law further extended the potential total voting rights attached to each share. In particular, the Capital Law allows a company listed on regulated markets to provide that a person whose voting rights have already been increased pursuant to the “ordinary surcharge” may further increase its voting rights by one additional vote per share for each continuous and subsequent holding period of 12 months, up to a maximum of ten votes per share (“additional surcharge”). Both the ordinary surcharge and the additional surcharge may be waived by a shareholder, if so provided for in the by-laws. The new rules introduced with the Capital Law rep - resent a further significant departure from the tradi - tional ban on multiple voting shares in place up to 2014. The goal of the legislature was to provide further instruments to Italian private companies, especially family-owned SMEs, to access the capital markets and launch an Initial Public Offering (IPO) without los - ing control of the company. Moreover, through these voting-enhancing mechanisms, the controlling block of a listed company would be able to retain control of a company with a smaller stake, thus allowing for a larger portion of free-float capital. Many commentators warned that multiple-voting structures may lead to a further increase in the separa - tion between ownership and control in Italian compa - nies, especially in listed companies with concentrated ownership. This phenomenon may provide incentives
to control shareholders to exploit minority sharehold - ers, reduce majority shareholder accountability, hinder the market for corporate control, and ultimately impair market efficiency. Legislative Decree No 47/2026 also introduced spe - cific limitations to the effectiveness of enhanced vot - ing rights for shareholders’ resolutions concerning certain extraordinary transactions, including mergers resulting in delisting, transfers of the registered office abroad and transfers to multilateral trading facilities. Possible Further Changes in Italian Rules on Corporate Governance As indicated above, the Italian government has been tasked with an ambition project to pass an overarch - ing reform of the Italian corporate law legal framework, aimed at (inter alia) “supporting the country’s growth, promoting access by businesses to risk capital, with particular regard to regulated markets, promoting access by small and medium-sized enterprises to alternative forms of financing and channelling invest - ments towards businesses, and making businesses more attractive to international investors” (Article 19, paragraph 2, letter a), of Law 21/2024). Part of such delegation has now been implemented through Legislative Decree No 47/2026, which intro - duced several amendments aimed at simplifying and rationalising the Italian corporate governance frame - work. In line with this goal, the Italian government introduced new rules regarding shareholder meetings, remunera - tion policies and certain corporate governance dis - closure obligations, with the declared objective of aligning the Italian legal framework with international standards and improving the attractiveness of Italian capital markets. The Legislative Decree No 47/2026 also introduced additional provisions concerning the system of internal controls and governance models. In this respect, the Italian government introduced rules designed to “ensure a coherent and integrated system of internal controls, eliminating overlaps or duplication in control functions and structures and also identifying appropriate forms of co-ordination and exchange of information for more effective action against irregu - larities detected” (Article 19, paragraph 2, letter h, of
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