Bids for three of the country's top businesses - power company Montedison, insurer La Fondiaria and Telecom Italia - are enriching a coterie of powerful investors while leaving many other stockholders seething. For instance, former Telecom Italia chairman Roberto Colannino and a circle of fellow investors received an 80 percent premium for their TI shares even as minority stockholders saw their investments tumble. "These episodes are infuriating," fumes Milan fund manager Giordano Martinelli. "Foreigners and Italians should think twice about investing in Italian companies."
But at long last, Italy's Parliament is to consider shareholders' rights in acquisitions. Finance Committee chairman Giorgio La Malfa, who is holding hearings this month, asserts, "The recent controversies mean it is important that we take a close look at our takeover law."
In Italy bids for more than 30 percent of a company require that an equal offer be made to all shareholders. For anything less than 30 percent, the offer can be selective, encouraging powerful shareholders to pay premiums when they wheel and deal among themselves to exchange effective control - stiffing regular shareholders.
But don't bet on La Malfa's hearings leading to abolition of the 30 percent rule. Wealthy family dynasties like the Agnellis and Pirellis benefit too much from it. "The 30 percent threshold is very convenient for corporate controllers and allows the usual players to play the usual games on the Italian market," says shareholder rights lawyer Alberto Montanari. Even La Malfa hedges. There are "pros and cons to both sides of the argument," says the lawmaker.