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We study the introduction of a new control-enhancing mechanism in Italy, a country still characterized by family-controlled firms but with an increasing importance of institutional investors. Since 2014, Italian firms have been able to adopt loyalty shares, which allow a double voting right if shares are continuously held for at least two years. We find that about 20% of listed firms have introduced loyalty shares, and family-controlled firms are the most likely adopters. Loyalty shares neither anticipate acquisitions, nor equity issues by the adopting firm. Instead, they allow controlling shareholders to reduce their equity stake without losing control. We report no evidence of an adverse wealth effect both at the adoption and in the years following it. As expected, institutional investors vote against the introduction of loyalty shares. Yet, they do not reduce their holdings afterwards, as incremental governance costs are outweighed by the superior performance of adopting firms. Overall, our evidence suggests that bolstering family control is the main effect of the introduction of loyalty shares.

The serotonin transporter 5-HTTLPR polymorphism moderates response to SSRIs and side-effect burden. The aim of this study is to quantify the cost-utility of incorporating 5-HTTLPR genotyping in drug treatment of major depressive disorder (MDD). We previously reported a theoretical model to simulate antidepressant treatment with citalopram or bupropion for 12weeks. The drugs were alternatively selected according to an 'as usual' algorithm or based on response and tolerability predicted by 5-HTTLPR profile. Here we apply this model to conduct a cost-utility analysis in three European regions with high GDP (Euro A), middle GDP (Euro B) and middle-high GDP (Euro C).. In addition we test a verification scenario in which citalopram+bupropion augmentation is administered to individuals with the least favorable 5-HTTLPR genotype. Treatment outcomes are remission and Quality Adjusted-Life Weeks (QALW). Cost data (international $, year 2009) are retrieved from the World Health Organization (WHO) and national official sources. In base-case scenario incremental cost-effectiveness ratio (ICER) values are $1147 (Euro A), $ 1185 (Euro B) and $1178 (Euro C). From cost-effectiveness acceptability curve (CEAC), the probability of having an ICER value below WHO recommended cost-utility threshold (3 GDP per capita=$1926) is >90% in high-income countries (Euro A). In middle- income regions, these probabilities are

The high separation of ownership from control achieved through the concurrent use of non-voting shares and stock pyramiding could favor acquisitions made to increase private benefits of the controlling shareholders rather than all shareholders’ wealth. A standard event study methodology is carried out on three different samples of Italian acquisitions during the 1989-1996 period in order to test this hypothesis. We find evidence that a worst market reaction characterizes acquiring firms with a higher separation of ownership from control, while more value-enhancing transactions are undertaken by those smaller in size and with higher prior-performance. An entrenchment effect seems to determine a significant U-shaped relationship between the market reaction and the ultimate shareholder ownership. When the sample is restricted to acquiring firms with a dual class equity structure we find that non-voting shares report significantly negative excess returns in contrast to significantly higher positive returns for voting shares. Such evidence seems to indicate that the average acquisition has been overpaid, as suggested by the negative market reaction of the non-voting shares, while it was expected to lead to higher private benefits to the majority shareholders, as suggested by the revaluation of the voting shares. Finally, the market reaction to acquisitions made within pyramidal groups seems to indicate that the price is set so as to transfer wealth towards the companies located at the upper levels, where majority shareholders own greater fractions of the companies’ cash flows.

Objective. To evaluate the benefit of pharmacogenetics in antidepressant treatment. Methods. In a simulated trial 100,000 subjects in a current episode of major depressive disorder (MDD) received citalopram or bupropion based on the clinician's decision (algorithm A) or following indications from 5-HTTLPR genetic testing (algorithm B), which effect size of was estimated from a meta-analysis of pharmacogenetic trials. A and B were compared in a cost-utility analysis (12 weeks). Costs (international $, 2010) were drawn from official sources. Treatment effects were expressed as quality-adjusted life weeks (QALWs). Outcome was incremental cost-effectiveness ratio (ICER). Results. Under base-case conditions, genetic test use was associated with increases in antidepressant response (0.062 QALWs) and tolerability (0.016 QALWs) but cost benefit was not acceptable (ICER = $2,890; $1,800-$4,091). However, when the joint effect on antidepressant response and tolerability was analyzed in two recurrent episodes, ICER dropped to $1,392 ($837-$1,982). Cost-effectiveness acceptability curve (CEAC) showed a >80% probability that ICER value fell below the commonly accepted 3 times Gross Domestic Product (GDP) threshold (World Health Organization) and therefore suggesting cost-effectiveness. Conclusion. Notwithstanding some caveats (exclusion of gene-gene and gene-environment interactions; simple 5-HTTLPR architecture), this simulation is favourable to incorporate pharmacogenetic test in antidepressant treatment.

Called to vote for a reduction in their dividend privileges, the non-voting shareholders of one of the largest Italian firms appeared to expropriate themselves and favor the voting class of shares. However, what at first seemed to be self-expropriation turned out to be self-interest, as soon as the media coverage, the voting decision, and the dual-class ownership of 36,361 shareholders were investigated. Firstly, our new anecdotal evidence shows that the media can mislead investors and help the approval of harmful proposals when they are not independent of the companies they report on. Secondly, most of institutional investors who cast the “for” vote were in conflict of interest either because of ownership ties with the controlling shareholders or because they held both classes of shares. Finally, we find that both retail and institutional dual-class shareholders are more likely to vote for self-expropriating one class of shares if they benefit from the other class in their portfolios. When conflict of interest in dual-class voting is not regulated, dual-class ownership protects from dual-class wealth transfers but favors the approval of the operations it is meant to hedge from.

Extant literature has usually argued that firms that unify dual class shares are likely to increase shareholder value. We examine the universe of Italian dual class unifications over the 1974-2005 period and show that the unification process is considerably more complex than described in prior literature. In over half the universe, Italian voting shareholders are not compensated for allowing their voting rights to be diluted, and, not surprisingly, experience a price decline at the announcement of unifications. While non-voting shares appreciate in value at the announcement there is little evidence that the unification increases total firm value. We argue that share unifications are designed to benefit the controlling shareholders and, in several cases, controlling voting shareholders use the unification to expropriate wealth from minority shareholders.

Italian corporate governance is characterized by advanced regulations (equalling or exceeding the continental European average) but a low degree of enforcement. The ownership structure of listed companies is highly concentrated, and public companies with dispersed ownership are rare. Most of the time, a majority shareholder (a family, a company or the government) controls a relevant stake of voting rights and exercises full control of the company. Legal devices such as pyramidal groups, non-voting shares and voting agreements are relatively widespread and allow separation of ownership from control, especially in family groups. It follows that the typical agency conflict is not between managers and shareholders, as in the United States or the United Kingdom, but between majority and minority shareholders.

Il lavoro affronta i temi e le problematiche delle diverse aree funzionali dell'impresa con un approccio innovativo e interattivo.

An increasing number of firms with dual class shares are deciding to unify their shares around the world. Though the return to “one share one vote” is usually considered good news, the unification can give rise to a wealth transfer between the two classes of shares, especially in the presence of high voting premia and no form of compensation to voting shareholders. These conditions characterize most of Italian dual class unification (DCUs) made in the 1982-2005 period. Italian DCUs, differently from any other country, gave rise to a significantly negative reaction of the voting shares and no significant variation in the firm’s overall value. The actual reactions on the two classes of shares also appear well aligned with what expected from a wealth-transfer framework developed in the paper. Changes in firm’s value are positively correlated with larger ownership of the largest and second largest shareholders, while negative correlated with high voting premia and large fractions of nonvoting equity Unification as a new form of (minority voting) shareholders’ expropriation is further confirmed by five case studies where the majority shareholder buys relevant blocks of nv-shares, sells voting shares or approves stock option plans on nv-shares just some months before the unification announcement.

An increasing number of firms with dual class shares are deciding to unify their shares around the world. Though the return to one share-one vote system is usually considered good news for voting shareholders, the unification can give rise to a wealth transfer between the two classes of shares, especially in the presence of high voting premia and no form of compensation to voting shareholders. These conditions characterize most of Italian dual class unification (DCUs) made in the 1982-2005 period. Different from any other country, in Italian DCUs, voting shares earn significantly negative returns Changes in firm’s value are positively correlated with larger ownership of the largest and second largest shareholders, and negatively correlated with high voting premia and large fractions of non-voting equity. We also provide more detailed evidence on five cases where the majority shareholder buys relevant blocks of non-voting shares, sells voting shares or approves stock option plans on non-voting shares a few months before the unification announcement.

An increasing number of firms with dual class shares are deciding to unify their shares around the world. Though the return to “one share one vote” is usually considered good news, the unification can give rise to a wealth transfer between the two classes of shares, expecially in the presence of high voting premia. This paper develops a model that quantifies the wealth effects on the two classes of shares depending on the type of unification, the voting premium and the equity structure. The model shows that voting shareholders can be substantially harmed by a 1:1 unification in the presence of high voting premia. The model predictions are then tested and validated on Italian unifications, characterized by the presence of a majority shareholder, high value of voting rights and no form of compensation for voting shareholders. Unifications can be a form of expropriation of minority voting shareholders, as confirmed by five case studies where majority shareholders hedge or even take advantage of such operations by engaging in the following activities some months before the unification decision: buying relevant blocks of nv-shares, selling voting shares or approving stock option plans on nv-shares. At the stock unification announcement the price of a voting share in the five case studies dropped by a minimum of –4.26%, to a maximum of –10.41%, consistent with the assertion that dual class unifications expropriate minority-voting shareholders to the benefit of the controlling shareholders.

An increasing number of firms with dual class shares are deciding to unify their sharesaround the world. In the most common type of stock unification a non-voting share can be converted into a voting share. In most countries either the price differential between the two classes of shares is low or a form of compensation for voting shareholders is provided. Italian stock unifications see the highest value of voting rights and no form of compensation for voting shareholders. I observe the 43 Italian stock unifications made in the 1974-2003 period and I develop a model that quantifies their wealth effects on the two classes of shares. Stock unifications can be a form of expropriation of minority voting shareholders, as confirmed by five case studies where majority shareholders hedge or even take advantage of such unifications by engaging in the following activities some months before the unification decision: buying relevant blocks of nv-shares, selling voting shares or approving stock option plans on nv-shares. At the stock unification announcement the price of a voting share in the five case studies dropped by a minimum of –4.26%, to a maximum of –10.41% confirming that dual class unifications can expropriate minority-voting shareholders to the benefit of the controlling shareholder and “lucky” minority nv-shareholders.