In a recent discussion papers of Consob (“The Italian takeover bid from 2007 to 2019“) it is argued that the discipline of the public takeover bid – public purchase and exchange offer – has become an instrument increasingly used by companies listed on the Milan Stock Exchange for delisting. In his time, however, with the adoption of the Tuf, it was hoped that the takeover bid would be the best legislative body, on a par with what happened in other EU countries, to generate a market for ownership structures in Italy as well, until then ossified in the ownership of the controlling shareholder both in law and in fact or through a syndicate agreement (as documented in the Consob annual reports at least from the early XNUMXs). Back then, listed companies feared i take over hostile, so much so that the discipline was introduced which provided that if the climber exceeded the 30% threshold, he would have to proceed with the purchase of the remaining share capital.
According to Consob, the number of Takeover bids aimed at the delisting it grew from 82 in 2007 to 90 in 2019, with a peak of 100 in 2010, the year in which, due to the crisis, it became convenient to buy back own shares.
Collectively, issuers that effectively withdrew from the stock exchange through a bid or as a result of a bid there were 93, for a total value equal to 85,5 billion euros. In the period 2007-2013, against 56 delistings, the total capitalization value of the target companies was approximately 26 billion euro, for an average value of 464 million.
In the face of this situation, it is proposed to review the discipline of the takeover bid, but it would be like looking at the finger instead of the moon. Indeed, already in previous years there had been signs of lack of willingness of several important companies to access the listing, such as Benetton, Del Vecchio, De Benedetti, Ferrero or Barilla. These are signs that let us understand the prevalence of mercantile capitalism instead of finance capitalism.
A mercantile capitalism that operates on a financial market in which saving families, as well as being characterized by a significant propensity to save, they also show an almost non-existent propensity to invest in listed securities, which on average in recent years have attracted only 7-8% of financial wealth. A percentage very far from the quota held in the form of unlisted shares (about 22-23%), which reasonably constitute the share capital of the shares of more or less large companies or family holding companies.
Back in the day people used to think about the contrast between economies market based or bank based. Today it would be appropriate, also to guide the economic policy of Italian governments, to ask ourselves how to evolve from a mercantile capitalism to forms of capitalism more oriented towards enhancing production, domestic demand and employment.
