Keywords: Shareholders Rights Directive; Proxy voting; Control.
On January 27 2010 the Italian Legislator has implemented the European Directive
2007/36/CE relating to certain rights of shareholders in listed companies (the Shareholders Directive).
The new reform appears to be the most efficient in the past few decades after
the enactment of Testo Unico della finanza of 1998. Especially the reform simplifies
the mechanism of proxy voting trough the use of modern technologies with the extend
to guarantee an increase of shareholders participation to the shareholders meetings.
Proxy solicitation, before the new reform, was considered by scholars an obsolete
and inefficient institute so that in Italy until 2011 no solicitation of proxies took
place. The introduction of the record date institute with the elimination of any reference
to treshold of shares for a proxy solicitation promotion has opened the doors
for more competitive shareholders meetings.
The impact of the new reform in the light of the experience of the first two years appears to be enthusiastic: the institutional investors activism has increased dramatically and the weight of minority shareholders during proxy fights increased consistently.