Ricerc@Sapienza

Corporate governance studies remark on the dichotomy between concentrated and dispersed corporate ownership and consider the prevalence of controlled corporations in a given system as an indicia of "bad" corporate law.
It is argued that those systems present weak equity markets, offer poor protection to shareholders, and create a difference of value between controlling and minority shares.

However, recent studies emphasise the possible benefits linked to the presence of controlling shareholders (especially as to the effect of stabilising corporate governance, reducing short-termism and monitoring directors). However, in controlled corporations a different agency problem raises and involves the relationship between majority and minority shareholders.

Under this scenario, it could be interesting to verify whether the different means possibly adopted to establish corporate control (such as shareholder agreements, corporate group, and multiple voting shares) generate different effects (in terms of idiosyncratic benefits and limits) on corporate governance, corporate performance and corporate value.

This project is mainly focused on shareholder agreements, being the control-enhancing device most frequently adopted in EU corporations. Also, this kind of device virtually allows to exert very pervasive powers of control over the corporation, such as hiring and firing managers, appointing auditors, defining the composition of board's committees, fixing the maximum amount of voting shares owned by each shareholders, defining the main strategies to be followed by the managements, and so on.
This project will investigate some legal and economic issues still debated and controversial as to shareholder agreements, vis-à-vis to other control-enhancing mechanisms.