The rain of amendments that is surfacing in the House Finance Committee on the reform of cooperative banks, courageously wanted and supported by the Renzi government with a decree with immediate effect, warns that the battle is getting to the heart and that the Leopards, as was largely predictable, I'm lurking. The next few days will be crucial for the progress of the reform. From next week the amendments will be voted in the Commission and from 9 March the text of the reform decree, which provides for the abolition of the one-to-one vote and the obligation to transform into a joint stock company within 18 months for cooperatives with assets exceeding 8 billion euros, will be examined by the Montecitorio courtroom.
The attack on the constitutionality of the decree having failed, the objective of the opponents of the reform and the defense of the status quo which allows the "local lords" to manage the Popolari regardless of the different shareholdings is now to reduce its perimeter or water it down by pretending wildly to change everything to improve it, but actually weakening it in its innovative aspects.
Luckily the Government is determined to go straight and to resort to a vote of confidence if it is indispensable, but also to listen to the opinions of those (Bank of Italy and Antitrust in the lead) who suggest real improvements to the reform. The sabotages of the reform of the Popolari have been going on for too many years for one not to distinguish very carefully who proposes real improvements to the text of the decree from those who only have the ill-concealed objective of swamping it.
TRANSFORMATION INTO A SPA FOR THE BIGGEST POPULAR OR ONLY FOR THE LISTED
The first question highlighted by the parliamentary debate concerns the perimeter of the cooperative banks affected by the reform, ie the threshold of 8 billion in assets beyond which the obligation to transform them into joint stock companies is triggered within 18 months. According to the director general of the Bank of Italy, Salvatore Rossi, who clearly argued it in his parliamentary hearing, the size threshold of 8 billion euro "appears reasonable" and has the advantage of clearly distinguishing between the ten largest cooperatives which are now comparable to the large commercial banks and the other 27 which have remained more closely linked to the territory of origin and to the cooperative spirit.
Assopopolari objects that the threshold of 8 billion is too low and that it should be raised to 30 billion to include in the reform only the seven cooperative banks subject to the direct supervision of the ECB. The Antitrust has instead suggested applying the reform only to Popolari listed on the Stock Exchange, namely Ubi, Banco Popolare, Bper, Bpm, Credito Valtellinese, Popolare di Sondrio and Etruria.
The Government is willing to think about these proposals but one thing must be clear and cannot be lost sight of, namely that the per capita vote ("One person, one vote" regardless of the number of shares owned), which is currently the basis of the statutes of cooperative banks, literally clashes with stock market listing and with the most elementary principles of financial democracy. Since listing is a free choice, those who go on the Stock Exchange must be assimilated in all respects to the corporate regime of the other listed banks.
There's no rain on this and, if you don't want to betray the spirit of the Renzi reform, the only change to the scope of application of the decree that doesn't cry out for revenge is the one suggested by the Antitrust: apply the reform to all popular sects listed on the Stock Exchange . Of course, the problem of governance and security of the large unlisted cooperatives remains on the table, but abolishing the per capita vote at least for listed companies would already be a statement of principle of great importance and a quantum leap expected by the financial markets for over twenty years. 'years.
CAPITAL VOTE AND LIMITS TO THE RIGHT TO VOTE
Other amendment proposals concern the application methods of the reform: from the ceiling on share ownership, to the limits on voting rights, on multiple voting rights and on increased voting rights for long-standing shareholders.
Here too it is good to be clear, as was the Bank of Italy. One can certainly imagine mitigating the effects of the reform with appropriate measures to meet the reasonable requests advanced by many parties, but mitigating cannot mean distorting this and the Government has already made it clear to the transversal lobby that aims to sabotage the reform.
At least for the Popolari listed on the Stock Exchange, the crossroads are clear: either the shares are counted (and then the per capita vote is abolished) or there is no reform. Financial democracy cannot tolerate double standards for companies that have freely decided to enter the capital market and go public. And the per capita vote, having gone out the door, cannot come back in through the window with Leopard-like camouflage.
The Bank of Italy is therefore right to say that "limits to share ownership, so far one of the main weaknesses of the governance of the Popolari, appear substantially contrary to the aim of the reform".
The only possible mediation that saves the reform by tempering its effects over time therefore seems to concern the possibility of temporarily mitigating voting rights without however renouncing the contestability that the abolition of one-to-one voting introduces. But let's re-read the key passage of the hearing of the general manager of the Bank of Italy: “Limits to the right to vote and increases of that right for the old stable shareholders – said Rossi – are already allowed today for joint-stock companies. Specific measures for cooperative banks that are being transformed, concerning alternatively one of the two instruments, can be considered not disruptive with respect to the spirit of the reform if fixed in such a way as not to compromise the companies' contestability. By-law amendments that provide for them would be assessed by the Bank of Italy, on the basis of European guidelines, in their compatibility with the requirements of sound and prudent management".
In any case - concluded Rossi - "measures of this type should in any case be derogable in the face of the need for timely recourse to the capital market and be aimed only at facilitating the transition between the two regimes: once this has been completed, full proportionality should be restored between ownership and control, one of the main advantages of the joint-stock company", without forgetting that for the major cooperative banks "the corporate form is a handicap, which must be removed as soon as possible".
The next few days will be decisive for the outcome of the reform. The best is always the enemy of the good and open compromise between different instances is the salt of politics. But one cannot retreat on the principles of the reform. It is possible to perfect the government decree, but the way is the one authoritatively indicated by the Bank of Italy and the Antitrust Authority. The others are just Gattopardesque maneuvers.
