{"title":"Golden Power and Anti-Takeover Corporate Mechanisms","authors":"Francesca Prenestini","doi":"10.2139/ssrn.4075962","DOIUrl":null,"url":null,"abstract":"Abstract 591 The golden power regime allows the Italian government – as a last resort, if facing a threat to national interests – to oppose the acquisition of control of companies operating in strategic sectors. This article analyses the relationship between golden power and anti-takeover mechanisms provided for by Italian law, with particular focus on anti-takeover defensive techniques and increased voting rights. The study aims to identify methods of interference and overlaps between external and internal defence tools so as to understand if, when, and under which limits internal corporate defence mechanisms can represent a valid (and desirable) alternative to the use of golden power in precluding the acquisition of corporate control. The analysis shows that where the acquisition of control is more contentious, all available defence tools potentially come into play and the difference in purpose between the diverse regimes justifies the usefulness of golden power.592","PeriodicalId":54052,"journal":{"name":"European Company and Financial Law Review","volume":"19 1","pages":"591 - 621"},"PeriodicalIF":1.3000,"publicationDate":"2022-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":"0","resultStr":null,"platform":"Semanticscholar","paperid":null,"PeriodicalName":"European Company and Financial Law Review","FirstCategoryId":"1085","ListUrlMain":"https://doi.org/10.2139/ssrn.4075962","RegionNum":0,"RegionCategory":null,"ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":null,"EPubDate":"","PubModel":"","JCR":"Q1","JCRName":"LAW","Score":null,"Total":0}
引用次数: 0
Abstract
Abstract 591 The golden power regime allows the Italian government – as a last resort, if facing a threat to national interests – to oppose the acquisition of control of companies operating in strategic sectors. This article analyses the relationship between golden power and anti-takeover mechanisms provided for by Italian law, with particular focus on anti-takeover defensive techniques and increased voting rights. The study aims to identify methods of interference and overlaps between external and internal defence tools so as to understand if, when, and under which limits internal corporate defence mechanisms can represent a valid (and desirable) alternative to the use of golden power in precluding the acquisition of corporate control. The analysis shows that where the acquisition of control is more contentious, all available defence tools potentially come into play and the difference in purpose between the diverse regimes justifies the usefulness of golden power.592
期刊介绍：
In legislation and in case law, European law has become a steadily more dominant factor in determining national European company laws. The “European Company”, the forthcoming “European Private Company” as well as the Regulation on the Application of International Financial Reporting Standards (“IFRS Regulation”) have accelerated this development even more. The discussion, however, is still mired in individual nations. This is true for the academic field and – even still – for many practitioners. The journal intends to overcome this handicap by sparking a debate across Europe on drafting and application of European company law. It integrates the European company law component previously published as part of the Zeitschrift für Unternehmens- und Gesellschaftsrecht (ZGR), on of the leading German law reviews specialized in the field of company and capital market law. It aims at universities, law makers on both the European and national levels, courts, lawyers, banks and other financial service institutions, in house counsels, accountants and notaries who draft or work with European company law. The journal focuses on all areas of European company law and the financing of companies and business entities. This includes the law of capital markets as well as the law of accounting and auditing and company law related issues of insolvency law. Finally it serves as a platform for the discussion of theoretical questions such as the economic analysis of company law. It consists of articles and case notes on both decisions of the European courts as well as of national courts insofar as they have implications on European company law.
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