The multiple voting structure of the new Fiat-Chrysler is a clear breach of the basic principle of equal treatment of shareholders

July 22, 2014

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At the upcoming EGM of August 1st, Fiat’s shareholders will vote on the migration of the newborn Fiat-Chrysler Group from Italy to the Netherlands. The transaction is structured as a cross-border merger of Fiat SpA with and into its Dutch subsidiary Fiat Investments NV, which will be renamed Fiat Chrysler Automobiles NV (“FCA”). The new […]

Posted in: M&A, Market rules

The Bank of Italy contested the severance paid to the former CEO of UniCredit – in 2012 ECGS asked the company to reclaim the extra-payment

January 14, 2014

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It is never too late to gain legitimacy and ECGS is glad to see that efforts made for a better governance at the top of Italian companies are not made in vain. On January 11th, the Italian newspaper il Fatto Quotidiano published the report drafted on April 2013 by an independent advisor, Prof. Stefano Loconte, […]

Telecom Italia 2013 EGM’s results: everybody wins, nobody wins

December 23, 2013

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The most awaited Italian meeting of 2013 was finally held on December 20th. The voting quorum reached the highest level ever at Telecom Italia’s meetings: 54.26% of the share capital was represented. The major shareholder Telco voted 22.4% of the share capital, while the dissident shareholder, Mr. Fossati, who called the meeting to revoke the […]

Telecom Italia 2013 EGM: the unusual proxy fight (not) to gain the control

December 12, 2013

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Introduction On December 20th, the shareholders of the main Italian telecommunication company, Telecom Italia, will be called to vote on the removal of all Board members. The meeting has been called upon the request of the relevant shareholder Findim SA (5%), an investment vehicle created by Mr. Marco Fossati, who strongly contests the clear conflicts […]

The end of the “shareholder agreements” era: (if real) a great opportunity for the entire Italian economy

November 11, 2013

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On last October 31st, Pirelli announced the termination of the shareholders’ agreement controlling 31.8% of the Company’s share capital. Few months earlier, other agreements controlling major Italian companies were terminates, such as the one related to 58.3% of the publisher of the newspaper Corriere della Sera, RCS Mediagroup (including Fiat, Mediobanca, Italmobiliare, Generali, Pirelli, Intesa […]

Posted in: News

Frontis Governance published the 2013 study on remuneration in Italian listed companies: Pay on Performance?

September 24, 2013

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During the last few years, also thanks to the financial crisis, the executives’ remuneration at listed companies has become a critical issue in the dialogue between issuers and shareholders, who often contested the gap between the top managers’ compensation and the value created. The Frontis Governance’s report analyses in deepest details all the remuneration components […]

Posted in: News, Remuneration

The Bank of Italy supports the transformation of listed cooperative banks into limited companies

June 6, 2013

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On his concluding remarks at the Bank of Italy’s annual meeting, held on may 31st, the Governor Ignazio Visco reminded the original purpose of the cooperative banks, intended as “restricted to a limited geographical area and marked by a high degree of mutuality”, underlining how such purpose may be in contrast with the status of […]

Posted in: Market rules, News