The voice of stakeholders in large corporations under the Italian legislation of the last 10 years

Following the reform of 2003, the Italian company law system is very open and flexible and is one of the most modern in Europe. Indeed, the Italian legislator envisages, on the one hand, shareholders that play no part in the management of the corporation and, on the other, non-shareholders that are instead granted administrative rights. While the assignment of administrative rights, including the right to vote, to non-shareholders is a frequent (indeed, almost common) occurrence in common law systems, it is considerably less so in continental Europe and, when it is allowed, there is an effort to restrict the non-shareholders’ weight in the management of the corporation. The author tries to illustrate the new categories of financial instruments that an Italian corporation can issue, the corporate rights attached to these new instruments and the role that non-shareholders can now play in the governance of large Italian joint-stock corporations.