Italy plans to change its rules on enhanced voting rights to stop dominant shareholders from using them against minority investors in takeover bids aimed at taking companies private, according to a draft decree seen by Reuters on Wednesday.
The move is part of a wider government effort to tighten safeguards after complaints that the rules, expanded last year by Prime Minister Giorgia Meloni’s government, were being used in ways not originally intended.
In 2024, Rome strengthened a mechanism that allows key investors to increase their voting power by up to ten times. The measure was designed to encourage business owners to list in Milan without fearing they would lose control of their companies to other shareholders.
But investors have complained that the new rules have in some cases been used to help remove companies from the stock market instead.
Under the draft decree, enhanced voting rights would be frozen at shareholder meetings called to approve merger deals aimed at de-listing a company or plans to move its registered office abroad.
The rules have also drawn criticism from asset managers, including large foreign funds, which favour a one-share, one-vote system and oppose the concentration of power in the hands of a small number of shareholders.
That debate is especially sensitive in Italy, where many companies are still strongly influenced by founding families or major long-term shareholders.
According to Consob, Italy’s market capitalisation stood at 48% of gross domestic product in 2025, one of the lowest levels among advanced economies.
Activist investor Amber Capital has argued that the voting rules were being used against smaller shareholders in the takeover of Milan-listed Antares Vision by US technology group Crane NXT.
The draft decree also removes a ban that prevented competing banks or insurance companies from sharing directors on their boards, in what are known as interlocking directorates.
The ban was introduced in late 2011 by former Prime Minister Mario Monti during the financial crisis, with the aim of protecting the quality and independence of board decisions in the financial sector.
Meloni’s government decided to accept a request backed by Italy’s banking lobby, ABI.
The government argued that existing fit-and-proper rules for managers would provide safeguards similar to those offered by the ban, through limits on the number of roles a person can hold, time commitment requirements and standards linked to independence of judgement.