Offerta pubblica di acquisto e doveri degli amministratori di una banca quotata

The board neutrality rule ensures the development of an efficient market for corporate control. Nevertheless, by compressing management powers and discretion, this rule may result in a severe constraint for the target corporation and especially for listed banks. Indeed, the necessary authorization for qualified holdings acquisition and the likely intervention of the antitrust authority may extend the offer period for several months. Against such a backdrop, the need to ensure the sound and prudent management of credit institutions, the limits of shareholders’ intervention, the demise of the contestability principle, and the doubts raised on the overall efficiency of takeovers suggest a partial rethinking of the scope of the board neutrality rule. In light of the general principle expressed by art. 104 t.u.f., this article proposes a restrictive interpretation of the board neutrality rule concerning the execution of decisions made before the beginning of the offer period (art. 104, par. 1-bis, t.u.f.).