The theme of corporate controls, in particular their suitability and adequacy, is certainly at the center of the reflection of corporate law and market regulation scholars. Andrea Zoppini, Professor of Economic Analysis and Law at the Roma Tre University, in a study presented at the conference to celebrate Guido Rossi's 80th birthday, poses the problem of relating the control system and the ownership structures of Italian companies, in particular in order to verify whether the solutions that our legal system proposes are consistent with the incentives that are determined for shareholders and directors.
From the evolution of the ownership structure of listed Italian companies over the last fifteen years, it emerges that:
a) the control premium in our legal system is today around 20% and remains among the highest in the world (and this is undoubtedly a significant index of the continuing insufficiency of the control system)
b) a control structure has established itself characterized by a coalition of shareholders which, together with public control, represents about a third of listed companies and 50% of stock market capitalisation.
For different reasons, it is reasonable to doubt that the coalition control structure and the one centered on the public shareholder generate adequate incentives, economic and/or reputational, to enhance traditional corporate controls. From this emerge important consequences in terms of policy.
a) Meanwhile, the central problem is the public regulation of the market, the reform and coordination of the independent authorities, both at the national and at the Community level.
b) We may then ask whether, in terms of regulatory response, it is appropriate to generalize the solution envisaged in the Supervisory Provisions concerning the organization and corporate governance of banks (March 2008) of the Bank of Italy, which identify the coordination of controls in the board of statutory auditors.
c) Finally, self-discipline is today looking for its theoretical and practical legitimacy. This is even more so now that many provisions previously entrusted to the self-discipline code are imposed at the legislative level.
Attachments: Andrea Zoppini - The company as an organization and the control system (full text).pdf
