| Popis: |
This Article provides a legal overview and analysis of the benefits associated with the adoption of a staggered board of directors by Italian banks and public companies. While there is a widespread opposition to staggered boards among U.S. scholars and investors – being such device a powerful antitakeover measure in the American legal system since directors belonging to a U.S. staggered board may be removed only “for cause” – this Article explains the reasons why staggered boards should be implemented by Italian banks and public companies considering the significant distinctions between the U.S. and the European legal frameworks in this area. Taking into account the new banking governance principles recently introduced by CRD IV and by its implementing measures, this Article explains how the establishment of staggered boards by Italian credit institutions and listed companies may allow them (i) to exclude the risk of potential discontinuities in the management’s action, which are inappropriate in corporations of such complexity and systemic relevance, (ii) to facilitate the initial induction and training of the newly appointed directors and officers, who would benefit from the expertise of other members of the board with longer experience, (iii) to strengthen and foster the institutional dialogue between the board and the shareholders, aimed at achieving an adequate collective knowledge, skills and experience of the management body, and finally (iv) to attract more capital from professional investors, granting them the possibility to appoint their representatives in the board on an annual basis. |
