La “galassia” delle società con azioni quotate a partecipazione pubblica: profili di disciplina tra interessi pubblici e mercato

The essay focuses on the legal treatment of listed companies – i.e. companies issuing shares which are traded on the regulated market of Borsa Italiana s.p.a. - which have among their shareholders the Italian State and/or some other public entities (“Publicly Participated Companies”). Such companies are subject to rules which partially differ from both those governing non listed Publicly Participated Companies and those governing all the other listed companies. At the same time, even the “ad hoc” provisions regarding the issuers at stake may differ, depending on various factors such as the business activities carried out, the identity of their “public” shareholders, the reasons which led a public entity to acquire shares in some listed company. The companies at issue are expressly exempted from the application of most of the provisions laid out by the Unified Code on Publicly Participated Companies of 2016. In addition, most of them originate from the campaign of privatizations of large publicly-held firms that started in the 1990s and are still subject to some of the special rules which were passed at that time. As a result, in many instances transfer of control from “public” to “private” shareholders through ordinary market rules is an almost impossible event. On the other hand, on the basis of a comprehensive analysis of the current legislation on sustainability and ESG factors, the Author argues for the existence of both an enhanced duty to pursue such goals for the directors of State-controlled listed companies and a specific interest in achieving the same results on the side of “public” shareholders, which tends to overlap with the interests of the private ones