Italy's capital markets law raises multiple-vote shares to ten votes
Italy's Law no. 21 of 5 March 2024, known as the Legge Capitali, reforms the rules for raising capital and running general meetings. From 27 March 2024, a multiple-vote share in an Italian joint-stock company (SpA) can carry up to ten votes instead of three, and listed companies can extend loyalty shares to up to ten votes. Listed companies can also hold general meetings with attendance and voting only through a representative the company designates.
Law no. 21 of 5 March 2024 (the Legge Capitali) on support for competitiveness of capital came into force on 27 March 2024. It also delegated the Government to reform capital markets and company law more widely.
What changed
- Multiple-vote shares: the maximum number of votes a multiple-vote share in a joint-stock company (SpA) can carry rises from three to ten (article 2351 of the Civil Code).
- Loyalty shares in listed companies: increased voting rights can rise to up to ten votes per share, if the articles provide for at least two votes per share and each extra vote follows a further 12 months of holding (article 127-quinquies of the Consolidated Law on Finance, TUF).
- Designated representative: listed companies can provide in their articles that shareholders attend and vote at general meetings only through the representative designated by the company.
- Board lists: new rules apply where the outgoing board presents its own slate of candidates.
Who is affected
Italian SpAs, listed companies and their company secretaries, especially those planning a listing or organising general meetings.
What to do
These options apply only if the articles of association provide for them. Review the articles before relying on them.