Azioni a voto maggiorato e a voto plurimo: questioni generali ed applicative

The issue of loyalty shares (LS) and multiple voting shares (MVS) is based on different rationales. LS are designed as an ECM for listed companies. MVS are an incentive to list the private owned companies. Although there are some inconsistencies in the recent law that allowed the issue of these classes, the criticism is mainly based on the assumption that voting rights and power shall be measurable with the risk. Special classes of shares allowed by the civil code deny this assumption and do allow obstacle pyramidal groups or other leverages. Second, LS strengthen the relationship between one of the shareholder (not necessarily the majority) and the directors. Third, considering the ownership structure of Italian companies and recent scandals, it is unclear if the long term shareholder is more efficient in terms of protection of the other investors. The second part of the essay is devoted to certain interpretation issues related to LS (inter alia, exit rights from the company in the event the loyalty clauses are amended; enhanced voting rights in relation to certain topics of the agenda of the shareholder meeting; change of control of the loyal shareholder; pre-emption right; loyalty shares and pledge). In relation to MVS, inter alia, topics discussed are the combination of loyalty clauses and MVS is discussed and the feasibility of MVS in relation to the appointment of directors. Lastly, it is discussed whether the introduction of MVS does not give any right to withdraw from the company to conclude that such a right does not exist.