Attivismo degli investitori istituzionali e gestione della società partecipata

This work provides both a general view of the different forms of activism of institutional investors and a focus on the relationship between investors and the board of directors of the investee company. For this purpose, the study analyses such forms of activism that bring investors to a direct contact with the directors of the investee company, starting from the appointment of board members untill some peculiar ways of engagement, such as the direct dialogue with one or more members of the board. The first chapter is focused on the main reasons of investors’ activism and provides an analysis of some specific tools, which have been introduced in order to facilitate and encourage investors’ active monitoring of the management of the investee company. Furthermore, the analysis is focused on institutional investors, who are, indeed, the most likely to perform such monitoring, either due to their high professionalism and the quantitative size of their investment, which allows them to cover the costs of such activities. The second chapter is dedicated to a particular form of activism: investors’ participation to the appointment procedures of board members, analysing main features and possible evolutions of the Italian legal framework. In fact, the so-called slate voting system, first introduced for privatised companies and at a later time extended to all Italian listed companies, represents an unicum on the international panorama; it provides shareholder minorities with the possibility of presenting a slate of candidates for the board renewal. Such system has attracted most institutional investors who participate, often in coordination with other shareholders, to the appointment procedure of directors, especially among larger listed companies. The third chapter examines the results of such activism related to board renewals: the existence of directors who were candidate by institutional investors (so-called minority directors) and independent directors. Starting from this consideration, the chapter highlights pros and cons of such composition of the board and investigates the possible developments, both legislative and self-regulatory, that could strengthen the role of those directors and make more efficient their monitoring of other executive board members, in order to ensure the pursuit of the company’s interest. The last forth chapter provides a study of a special form of activism such as the direct contact of the investor with one or more board members. This chapter examines the choice of the institutional investor to develop an open, direct and ongoing dialogue with some directors of the investee company, evaluating the legitimacy of such selective disclosure and the potential problems that it may bring both to investors and directors. Finally, in light of some best practice recommendations that are already in place, this chapter provides some solutions that may guarantee the compatibility of those practices with the existing legal framework and the interest of the investee company.