Emergenza pandemica e restrizioni alle distribuzioni a favore degli azionisti: spunti in tema di corporate purpose

Restrictions on shareholders’ distributions that are emerging – in the form of legislative bans, market pressure or supervisory measures – in the context of the Covid-19 crisis deserve a specific analysis, particularly in light of the current debate on corporate purpose and the conflicting views as how to balance shareholders’ interest and other stakeholders’ interest in managing the companies. Companies which have been hit by the health emergency and have accessed public support are made subject to a special regime characterised by legislative restriction on shareholders’ distributions that may imply, more or less temporarily, a substantial change in the company’s purpose. Accordingly, shareholders’ interests, which are no longer considered exclusive or prevailing, end up being subordinated to other interests, if not even temporarily cancelled.Whether (large) companies that benefit from public aid are subject to strict legal limitations concerning capital distribution, other (large) companies that do not request these forms of support, particularly if they are listed on stock exchanges, face pressure, from public opinion and institutional investors, to abstain from paying out shareholders through dividends distribution and shares buyback. Such pressures seem to underpin an “innovative” approach aligned to a broader notion of corporate purpose. The crisis will offer the chance to verify if this is case and whether effectively such different notion of corporate purpose will lead to management choices capable to provide more efficient – and possibly more equitable – solutions to the severe difficulties that the world will face. The recent measures adopted by the supervisory authorities, from this viewpoint, seem to go even further, since they emphasise – more markedly than it used to be in the past – the need that banks and insurance companies must perform their activity by pursuing, as their main objective, the goal that both banking intermediation and insurance intermediation can effectively continue. And this is even more so in light of the exceptional crisis that is coming where the ability of banks to lend to the real economy and the ability of insurance companies to offer risks protection will be crucial for the survival of the economic as well as social system.