ITALY Law and Practice Contributed by: Roberto Bonsignore, Paolo Rainelli, Gerolamo da Passano and Nicole B. Puppieni, Cleary Gottlieb Steen & Hamilton LLP
11.3 Interference With Completion In addition to blocking de-listings or transactions requiring an extraordinary shareholder reso - lution, activist funds may also aim to interfere with take-private transactions launched by con - trolling shareholders when they deem the offer price too low. This interference can take various forms, such as writing to the board or promoting public campaigns to advocate for higher offer prices or better terms for minority shareholders.
that require an extraordinary resolution with a two-thirds supermajority, or to prevent the bid - der from reaching the delisting or squeeze-out thresholds (see 6.10 Squeeze-Out Mecha- nisms ). Classic shareholder activism campaigns target - ing companies’ strategies have been less com - mon in Italy in comparison with other key Euro - pean jurisdictions.
11.2 Aims of Activists Aims of activists include:
• influencing the target company’s strategy, such as pushing for the sale of certain busi - ness units, modification of the business plan or change in management, without necessar - ily gaining control of the board; • gaining control of the board in companies without a controlling shareholder or in cases of de facto control, with relatively low share - holdings; and • blocking de-listing or other extraordinary transactions. These typical objectives appear to be pursued less frequently in Italy than in other comparable jurisdictions.
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