The Shareholders Agreements: Typologies, Diffusion and Influence on Corporate Governance of Italian Listed Companies

The shareholders agreement is an agreement drawn up by the shareholders when the company is founded, or after its foundation, to rule one or more aspects of the relationships held by the shareholders. The shareholders agreement phenomenon is particularly important and relevant in the Italian context, where it is possible to observe a lot of companies with fragmentized ownership in which it is not often possible to find an economic subject that holds so many shares to manage the company. By this way, it is possible to observe the opportunity to create “management and control groups” that could vote in the shareholders meetings on the basis of what it was decided outside it, in a “pre-company meeting” context. In Italy Legislator allows the shareholders agreements, while in business economic theory there are different and more critical considerations about those aspects. Starting from such considerations, it may be considered that the shareholders agreements could be interpreted as elements in evident contrast and antithesis with a governance able to even manages the minority interests and the interests of potential investors. Therefore, it is absolutely interesting to investigate the typologies and the diffusion of the shareholders agreements of the Italian listed companies, with the aim to analyse their influence on the corporate governance policies. In particular, the aim is to understand how corporate governance system of the enterprises that adopted shareholders agreements could change and influence the traditional management systems. So, the paper wants to answer to the questions here below summarized: 1. Do some enterprise characteristics exist that makes more probable that a company adopt a shareholder agreement respects to another one? 2. Which characteristics does corporate governance system assume in the enterprises that have shareholders agreements? In which way could corporate governance of the enterprises be influenced by the presence or the absence of the shareholders agreements? The empirical analysis is developed on the Italian listed companies at the date of 30, April 2010, belonging to all the sectors classified by Milan Stock Exchange. The framework is developed finding correlation among the data collected from all the available documents on the website of the companies, Consob and Milan Stock Exchange regarding ownership, equity and board of directors.