List Voting and the Role of Minority Shareholders at Controlled Companies

Given the need to strengthen protection for minority shareholders, Italy has moved towards a more efficient corporate governance system by introducing mandatory list voting for listed corporations. List voting in Italy requires the election of at least one director and one statutory auditor supported by minority shareholders, and at least two of each such minority-supported candidates if a company has more than seven directors. The greater minority representation on the board that this mechanism ensures is especially useful when a company’s shareholder base is concentrated.

The Italian system highlights the importance of board independence and allows shareholders to play a … Read more