La Direttiva in tema di azioni a voto plurimo nell'era della Capital Markets Union: cui prodest?

The recently approved Directive on the so-called "multiple-vote share structures" follows a series of regulatory interventions, by many EU and non-EU states, aimed at expanding the use of control-enhancing mechanisms for "multiplying" voting rights (including both “dual class shares” and loyalty shares). In the European context, national requirements and corporate traditions show a high degree of fragmentation, which the Directive seeks to address. After examining the key provisions of the Directive, this paper highlights the contradictions between the multiple implicit and explicit objectives pursued by the legislator, as well as the potential risks associated with minimum harmonisation and the transposition process. The paper also aims to draw preliminary conclusions regarding the apparent inconsistencies between the Directive and the parallel initiatives of the Commission to accelerate the Capital Markets Union (CMU) and to prompt sustainability practices in the financial context. Finally, leveraging the main results of the economic literature, this paper proposes a different regulatory approach that may strike a more effective balance between the objectives pursued.