Il capitalismo italiano in evoluzione: i gruppi societari tra conflitti di interesse e sviluppo

Pyramidal groups, in Italy and elsewhere, represent a model of separation of ownership and control. Pyramids typically have blockholders which extract private benefits of control at the expenses of minority shareholder. This paper focuses on the Italian case where the number of pyramids is reducing but are still largely diffused. Groups are a form of entrenchment and may have negative effects on firm growth. They are characterized by conflicts of interest and self-dealing practices which reduced external financing opportunities. In this paper legal regulation of groups in Italy is discussed, which has positive aspects (art. 2497 ss. c.c.) but some weaknesses on self-dealing practices (artt. 2391 and 2391-bis c.c.). Future reforms should take into consideration the guidelines given at European level (for instance, by the High Level Group of Company Law Experts and the European Commission), which have been set aside from the political agendas of mostly European governments. Moreover, we suggest to strengthen the process of (not only formal) disclosure of relevant information to the company shareholders' as well, in order not to dismantle pyramids, but to make them “shorter†(when that is the case), more transparent and reciprocally competitive.