On 21 April 2023, the Italian Council of Ministers submitted a draft law to the Italian Parliament aimed at improving the competitiveness of the Italian capital market ("Competitivity Draft Law"). The main objectives of this draft Law are to remove regulatory and operational constraints on companies' access to capital markets and to introduce measures to encourage the channelling of private savings to companies. The Competitivity Draft Law introduces numerous new provisions applicable to joint-stock companies, such as: (a) a joint-stock company's ability to issue shares with multiple voting rights, with a limit of ten votes per share; (b) abolition of the obligation on joint-stock companies to disclose transactions carried out by their controlling shareholders to Consob and the public; and (c) the ability, until 30 April 2025, for a joint-stock company to increase its share capital by way of a simple majority vote by its shareholders if at least half the capital is represented. Additionally, the Competitivity Draft Law will introduce Article 135-undecies into Legislative Decree No. 58/1998, under which the by-laws of joint-stock companies will be permitted to provide that participation in shareholders' meetings and the exercise of voting rights can take place "exclusively" through a representative designated by the company, with the possibility of giving them delegations or sub-delegations.
Originally published by May, 2023
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