Please enable JavaScript.

Coggle requires JavaScript to display documents.

CORPORATIONS Lesson 21, the power to decide (directly for matters falling…

- - - - the exercise of control over the company does not necessarily require the possession of a majority shareholding in the capital. there are instruments that make it possible to reduce the investment necessary to exercise control:
        
        excluded or limited voting shares
        
        purchase of own shares
        
        reciprocal shareholdings
        
        chain groups, etc
      - The real distinction, therefore, does not run between majority and minority ontologically understood, but between the partners who have control of the social enterprise and those who, being excluded from it, limit themselves to financing it with risk capital.
    - - The command group has a less strong interest in maximizing profits and distributing them: power, prestige and social relations can result
      - in the public company the contrast is between shareholders as whole and administrators --> because the high fraction of the shares, the administrator have power of control, therefore there are two system that should align the administrators interest with shareholders ones:
        
        the risk of an hostile OPA
        
        stock options instruments
        
        We speak of public company when the share capital is highly fractioned
  - - - obligation for listed companies that exceed certain dimensions today required to prepare the so-called non-financial statements
      - Benefit Corporation
- - - - only since 1980 were issued other rules in order to regulate the market the boost the growth:
        
        introduce and regulate the intermediaries necessary for the growth of the market (such as securities investment companies, pension funds)
        
        suppress the phenomenon of insider trading
        
        regulate public offers to buy and sell and transfers of controlling shareholdings
        
        centralize the deposit of listed shares to make their transfer faster and safer.
- - - - Listed Company
      - shares widely distributed
        
        this are characterized by:
        
        quantitative requirement: have shareholders other than the controlling shareholders in excess of 500 who together hold at least 5% of the share capital.
        
        dimension requirement: that do not have the possibility of drawing up the financial statements in abbreviated form in accordance with article 2435-bis, paragraph 1;
        
        Qualitative requirement whose shares are alternatively:
        .1) have been the subject of a public offer for subscription and sale or the consideration of a public exchange offer;
        . 2) have been the subject of a placement, in any form whatsoever, also aimed only at qualified investors as defined by art. 34-ter, paragraph 1, lett. b) Reg. broadcasters
        . 3) are, or have been, traded on multilateral trading facilities with the consent of the issuer or controlling shareholder;
        . 4) are issued by banks and are purchased or subscribed to at their offices or branches.