La “ricezione acustica” della direttiva shareholder rights II in Italia. Spunti di riflessione

The implementation in Italy of the EU Directive no. 2017/828 (so-called Shareholder Rights Directive II), by means of the Legislative Decree no. 49 dated 10 May 2019, meant to encourage the long-term engagement of shareholders of listed companies, by juxtaposing several legal issues with the aim of converging towards a better effectiveness of corporate governance. In particular, a specific focus is devoted to the need for an active and conscious participation of shareholders, favouring the engagement of institutional investors and asset managers. In addition, in order to protect the exercise of the right to vote by shareholders from any conflicts of interest, high standards of transparency on proxy advisors are introduced. Finally, directors’ remuneration and related party transactions are also addressed so as to avoid abuses by the management that could negatively affect the profitability of the company. This article analyses the objectives pursued by the Directive and then focuses on the Italian implementation thereof, showing the lack of consistency between the policy goals pursued and the means actually adopted by the Italian legislator.