The paper surveys the limits of Italian corporate governance. The development of an efficient market for corporate control appears to be a necessary step towards strengthening Italian corporate governance mechanisms. Mounting competitive pressure stemming from other jurisdictions emphasizes the importance of the problem. The paper provides a preliminary overview of the issue, in the light of the Centros decision. Within the European Union, a "race to the top" scenario seems likely. We stress the importance of cultural problems that may counter the comprehension of tender offers' dynamics. Despite the positive effects associated with the existence of a developed market for corporate control - a feature confirmed by empirical evidence - tender offers often face a sort of intolerance. We tackle a specific aspect, i.e. the relations between "nexus of contracts theory", "stakeholder theory" and the definition of managers' fiduciary duties.