Le società quotate a partecipazione pubblica

Currently, a fair number of companies having among their shareholders the Italian State or some other public entities (“Publicly Participated Companies” -PPCs) are listed on an Italian regulated financial market, namely Borsa Italiana s.p.a. (the Milan Stock Exchange). This circumstance is the outcome of the massive process of dismissal of the stakes held by the Italian State (and to a lesser extent by other public bodies) in industrial, financial and banking businesses, which has been carried out since the early 1990s. Said listed PPCs have always undergone a legal treatment which partially differs both from the one applied to non-listed PPCs and from the one applied to fully “private” listed companies. In 2016, the Italian legislator passed the Unified Code on PPCs (hereinafter: the “Code”), with the purpose of reorganizing and simplifying the existing massive body of laws on the topic. This article focuses on the main features of company law rules governing listed PPCs. In its first paragraphs it illustrates the legal framework existing before the enactment of the Code, including the topic of the move from the “golden shares” to the “golden powers” held by the State in relation to the dismissal of stakes in vital industries for national interests. In the following paragraphs, the article focuses on the legal framework created by the Code. In this connection, the piece of legislation at issue provides for a rather complex definition of a “listed PPC”, which is discussed in depth. The Code also confirms the option for exempting said companies from the application of most of the special rules concerning the organization of PPCs, in light of the need for such listed companies to compete on the financial markets with the other “ordinary” listed firms and of their being subject to the general system of supervision carried out by the Italian financial markets authority (the CONSOB). However, the Author points out that the Code does not repeal some provisions granting special rights to the “public” shareholders, namely those which, by playing a “poison pill” role, make any transfer of control of listed CCPs from “public” to “private” shareholders through ordinary market rules an almost impossible event.