Loyalty and Multiple Voting Shares. Legal Developments in Italy

In this article, I examine the 2024 reform of Italian law on loyalty and multiple voting shares (LVS and MVS). After outlining the key changes introduced by the Legge Capitali — especially the tenfold increase in permitted voting rights—I analyse their potential to reverse the trend of corporate migration to jurisdictions with more flexible control-enhancing mechanisms. I then explore the practical, legal, and economic implications of the new regime, focusing on safeguards for minority shareholders, the right of withdrawal, and the impact on takeover law. Finally, I argue that while the reform strengthens control tools, further regulatory refinements are needed to ensure effective shareholder protection and market confidence.

Authors

Publication Details

Journal
European Company Law
Published
2025-07-01
DOI
https://doi.org/10.54648/eucl2025017
Primary Topic
European and International Law Studies
Type
article
Field-Weighted Citation Impact
0.00
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article

Loyalty and Multiple Voting Shares. Legal Developments in Italy

Irene Pollastro
European Company Law
European and International Law Studies
article

Loyalty and Multiple Voting Shares. Legal Developments in Italy

Irene Pollastro
article en

Abstract

In this article, I examine the 2024 reform of Italian law on loyalty and multiple voting shares (LVS and MVS). After outlining the key changes introduced by the Legge Capitali — especially the tenfold increase in permitted voting rights—I analyse their potential to reverse the trend of corporate migration to jurisdictions with more flexible control-enhancing mechanisms. I then explore the practical, legal, and economic implications of the new regime, focusing on safeguards for minority shareholders, the right of withdrawal, and the impact on takeover law. Finally, I argue that while the reform strengthens control tools, further regulatory refinements are needed to ensure effective shareholder protection and market confidence.

European Company LawVol. 22(Issue 3)
Openalex Percentile: Top 80%
European and International Law Studies
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