Rome, Italy. Italy plans to change its rules on enhanced voting rights to prevent dominant shareholders using them against minority investors in takeover bids aimed at taking companies private, according to a draft decree seen by Reuters on Wednesday.
Government seeks tighter safeguards
The move is part of a wider government effort to tighten safeguards after complaints that the rules, expanded last year by Prime Minister Giorgia Meloni’s government, were being used in ways not originally intended.
In 2024, Rome strengthened a mechanism that allows key investors to increase their voting power by up to ten times. The measure was designed to encourage business owners to list in Milan without fearing they would lose control of their companies to other shareholders.
Investors have complained that the new rules have in some cases been used to help remove companies from the stock market instead.
Planned limits in delisting and relocation votes
Under the draft decree, enhanced voting rights would be frozen at shareholder meetings called to approve merger deals aimed at de-listing a company or plans to move its registered office abroad.
Criticism from asset managers and market context
The rules have drawn criticism from asset managers, including large foreign funds, which favour a one-share, one-vote system and oppose the concentration of power in the hands of a small number of shareholders.
The debate is especially sensitive in Italy, where many companies are still strongly influenced by founding families or major long-term shareholders.
According to Consob, Italy’s market capitalisation stood at 48% of gross domestic product in 2025, one of the lowest levels among advanced economies.
Takeover dispute and board governance change
Activist investor Amber Capital has argued that the voting rules were being used against smaller shareholders in the takeover of Milan-listed Antares Vision by US technology group Crane NXT.
The draft decree also removes a ban that prevented competing banks or insurance companies from sharing directors on their boards, in what are known as interlocking directorates.
How do you think freezing enhanced voting rights in certain votes could affect minority investors in Italy?