YEAR 2015 N.º 1

ISSN 2182-9845

The Protection of Minority Shareholders in Listed Companies: from Mandatory Protection to the “Horizontal” Corporation

Mario Campobasso


Corporations; Listed companies; Minority protection; Special shares; Multiple voting rights; Shareholders’ meeting; Horizontal society


Protecting minority shareholders of listed companies means to protect the financial market itself. This paper presents an overview of the legal development in minority shareholders’ protection in Italian listed companies. It is argued that the level of minority protection established by Italian law is adequate and in line with the best international standards. Some even say that minority shareholders are too much protected by Italian law and that minority protection should be harmonized with the need of implementing control efficiency and protection of the company against hostile take over. In this regard, the paper considers critically the recent introduction (summer 2014) in Italian law of new control enhancing mechanisms, like special shares with multiple voting rights. The paper considers then the future outlook of minority shareholders’ protection in listed companies. There are some points that urgently need for a legislative intervention and some trends that should be stressed: 1) the need for a simplification of law; 2) enhancing self regulation and best practices codes; 3) a more active role of shareholders’ meeting; 4) enhancing the use of internet and information technologies in corporate governance. There are strong evidences in the last years of a new activism of minority shareholders in the general meeting. This can be viewed as a part of a more general evolution of the civil societies towards forms of “horizontal society”. That is the tendency of people to form allegiances and groups on a base of equality to promote their own interests and goals, using new tools of modern technology like Internet and social networks. Internet could eventually give to minority shareholders the way of better organizing the protection of their interest against the majority. Many sociological studies point out that the trend towards a more and more “horizontal” organization of social bodies is irretrievable. If this evolution will be established also in the field of corporate law, we may assist in the future to a great and unexpected change in corporate governance.