Interpretare le operazioni con parti correlate: importanza della disclosure delle motivazioni sottostanti e delle procedure di approvazione

According to IAS 24 a transaction with a related party (RPT) is a “transfer of resources, services or obligations between related parties, regardless of whether a price is charged”. The literature suggests at least three perspectives through which these transactions can be interpreted: (1) the conflict of interest perspective, considering the RPT as potentially harmful to corporate outsiders (minority shareholders and creditors), (2) the efficient transactions perspective, for which the RPT benefit the firm and its outsider, (3) the contingencies perspective, arguing that such RPT cannot be considered a priori as harmful or efficient, as this would depend on the organizational context and institutional environment where such transactions are carried out. So far, empirical studies on the RPTs are mainly focused on the effect that such transactions may generate on corporate performance, showing conflicting results and sometimes even leading to inappropriate solutions (e.g. prohibition of certain RPTs, although they could be potentially efficient). In particular, some studies show that the mere fact of disclosing RPTs may result in a decrease in the shares market price of the companies involved, since outsiders tend to judge negatively the presence of such transactions. In the light of these results, which are based exclusively on the financial statements disclosure of the characteristics of RPT (e.g. type of transaction, nature of the related party, price charged), firms may find convenient to hide these transactions - especially those considered riskier for the outsiders - disclosing them as transactions with unrelated parties. However, interpreting negatively even some types of RPTs, as proposed by some scholars, is likely not only to push the regulators and governance bodies towards the prohibition of certain transactions, although they are potentially efficient, but also penalize more transparent companies, benefitting those less transparent. Supported by the literature review on business groups and by the analysis of the Italian business group regulation, the article proposes a new perspective for the interpretation of RPT, considering the relevance of the following disclosure: (1) the reason leading to RPT; (2) the procedures for their approval. The importance of this disclosure seems to be missed by the previous studies, although it appears useful in practice and in theory, as it allows not only to better interpret the RPT, but also to reward more transparent companies and to discourage transactions that could be detrimental to the firms and their outsiders.