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Discrezionalità, lotta alla corruzione e tutela della concorrenza nei contratti pubblici
No full textThe focus of this research is the corruption, defined as the abuse of entrusted power for private gain, and its impact on public contracts. The research proposes possible solutions against corruption and describes the role of this phenomenon in Italy. As we know, economically, corruption depletes national wealth. The corruption leads a significant loss in terms of GDP, in terms of missed foreign investment in our country. It implies, furthermore, increasing costs (+40%) of the Great Works with supplementary costs on public budgets (60 billion euro estimated for year), according to the latest Court of Auditors estimates. In the latest report prepared by Transparency International (2015), in which is reported the Corruption Perceptions Index as measure of the perceived levels of public sector corruption worldwide, Italy was at the sixty-second place, along with other countries such as Lesotho, Senegal, South Africa and Montenegro and its score was the worst in European Union, after Bulgaria.
The research describes, in detail, the failure of regulation on public contracts sector as a result of corruption’s phenomenon. The democratic system, in the nineties, after the emergence of the corrupt system as called "Tangentopoli", has tried to fight corruption through a process of hyper-regulation. This process didn’t solve the problem of corruption and it has generated inefficiency in the legal system.
The Government has reduced the discretion of the public administration by creating contractual models that guarantee the respect of competition between economic operators through automatic and rigid procedures. Conversely, economic studies show that the proper use of discretion brings benefits on public choices and reduces information asymmetries that characterize public-private relationships. The research distinguish “corruption” and “inefficiency” so that it is possible to analyze them starting from different perspectives identifying specific solutions. Corruption is a hidden phenomenon. Inefficiency can be found in the facts and statistics. In Italy people spend more than in other countries for public works, which have longer lead times and that often remain unfulfilled. In the present paper, we argue that it must be achieved a reversal of approach concerning the corruptive phenomena, so that the efficiency's improvement could implies as result the reduction of corruption. The corruption is often hidden behind the inefficiency.
Improving the efficiency, lower costs, the shortening of time and ultimately the achievement of the performance, these are the elements on which it will be possible to reduce the corruption impacts.
The research shows that if arrangements achieved full efficiency there would be no room for corruption. The contrast against corruption phenomena should be carried out of the race, because it is necessary to pursue primarily the efficiency of public procurement. It’s in the same spirit that seem to go the main provisions of the European directives on public contracts. Finally, the research shows some proposals for achieving efficiency system that also involve the reduction of corruptive episodes, implementing the principles outlined in the "Best Value". The current moment of transposition of European directives is favorable for the adoption of measures needs to ensure greater system efficiency, simplification of procedures, greater discretion for contracting, balanced by the performance control systems, which may have as an indirect effect the reduction of corruption phenomena areas.The focus of this research is the corruption, defined as the abuse of entrusted power for private gain, and its impact on public contracts. The research proposes possible solutions against corruption and describes the role of this phenomenon in Italy. As we know, economically, corruption depletes national wealth. The corruption leads a significant loss in terms of GDP, in terms of missed foreign investment in our country. It implies, furthermore, increasing costs (+40%) of the Great Works with supplementary costs on public budgets (60 billion euro estimated for year), according to the latest Court of Auditors estimates. In the latest report prepared by Transparency International (2015), in which is reported the Corruption Perceptions Index as measure of the perceived levels of public sector corruption worldwide, Italy was at the sixty-second place, along with other countries such as Lesotho, Senegal, South Africa and Montenegro and its score was the worst in European Union, after Bulgaria.
The research describes, in detail, the failure of regulation on public contracts sector as a result of corruption’s phenomenon. The democratic system, in the nineties, after the emergence of the corrupt system as called "Tangentopoli", has tried to fight corruption through a process of hyper-regulation. This process didn’t solve the problem of corruption and it has generated inefficiency in the legal system.
The Government has reduced the discretion of the public administration by creating contractual models that guarantee the respect of competition between economic operators through automatic and rigid procedures. Conversely, economic studies show that the proper use of discretion brings benefits on public choices and reduces information asymmetries that characterize public-private relationships. The research distinguish “corruption” and “inefficiency” so that it is possible to analyze them starting from different perspectives identifying specific solutions. Corruption is a hidden phenomenon. Inefficiency can be found in the facts and statistics. In Italy people spend more than in other countries for public works, which have longer lead times and that often remain unfulfilled. In the present paper, we argue that it must be achieved a reversal of approach concerning the corruptive phenomena, so that the efficiency's improvement could implies as result the reduction of corruption. The corruption is often hidden behind the inefficiency.
Improving the efficiency, lower costs, the shortening of time and ultimately the achievement of the performance, these are the elements on which it will be possible to reduce the corruption impacts.
The research shows that if arrangements achieved full efficiency there would be no room for corruption. The contrast against corruption phenomena should be carried out of the race, because it is necessary to pursue primarily the efficiency of public procurement. It’s in the same spirit that seem to go the main provisions of the European directives on public contracts. Finally, the research shows some proposals for achieving efficiency system that also involve the reduction of corruptive episodes, implementing the principles outlined in the "Best Value". The current moment of transposition of European directives is favorable for the adoption of measures needs to ensure greater system efficiency, simplification of procedures, greater discretion for contracting, balanced by the performance control systems, which may have as an indirect effect the reduction of corruption phenomena areas.LUISS PhD Thesi
European Muslims and liberal citizenship: reconciliation through public reason: the case of Tariq Ramadan’s citizenship theory
No full textWhat is politically at stake when citizens of Muslim faith are publicly presented as permanent aliens in contemporary European societies? On what grounds is such exclusion or ‘externalisation’ based? What
requirements can European citizens be reasonably expected to meet? This research analyses the subject of
Muslims’ citizenship in contemporary European societies from the perspective of normative political theory, and
more precisely from the viewpoint of John Rawls’s political liberalism, in particular in light of the idea of public reason. Whilst recent contributions in political philosophy analysing the question of citizenship of Muslims in liberal democracies from a Rawlsian standpoint have mainly focussed on the notion of an overlapping consensus, the implications of the concept of public reason on that same issue are largely unexplored. This study tries to fill
such a gap in the literature. In chapter one, I begin by framing what I call the “background problem” of the research,
namely, the claim that “Islam in Europe makes problem” and its different dimensions. I then reframe the question
under scrutiny by presenting in greater theoretical detail the problem investigated and the main research question:
Which ideal conception of citizenship should provide the common normative perspective in contemporary Western
European societies, which are characterised by both demands of inclusion of Muslims and the need for solving a
problem of mutual assurance concerning citizens’ commitment to shared terms of social cooperation, so that those
societies can be stable for the right reasons? My central thesis is that the idea of public reason provides a common
discursive platform which establishes the ground for both a public political identity for citizens and shared
standards for social and political criticism. I also argue that political liberalism specifies a peculiar evaluative
framework that allows citizens to answer the above-mentioned questions in a distinctively political way. In the
first part, I thus develop my “justificatory evaluative” methodological approach based on public reason (chapter
two). In the second part (chapters three and four), I reconstruct the idea of public reason and specify the
fundamental requirements of the justificatory evaluative approach. In the third part, I firstly attempt to demonstrate
that, with reference to the problem at hand, public reason citizenship is normatively more appealing than two
alternative ideal conceptions of citizenship, namely ‘critical republicanism’ and liberal multiculturalism (chapter
five); secondly, I apply the evaluative framework to the conception of citizenship elaborated by one of the most
renowned Muslim intellectuals in Europe: Tariq Ramadan. The purpose of such evaluation is twofold. Firstly, it
aims at examining whether and how the idea of public reason accounts for a version of European citizenship for
Muslims coming from Muslims themselves. Secondly, it aims at disclosing whether what such a Muslim
conception of citizenship in Europe says about the two dimensions of ‘stability for the right reasons’ of the system
of social cooperation (namely, inclusion and mutual assurance) is consistent with the provisions of public reason
citizenship.What is politically at stake when citizens of Muslim faith are publicly presented as permanent aliens in contemporary European societies? On what grounds is such exclusion or ‘externalisation’ based? What
requirements can European citizens be reasonably expected to meet? This research analyses the subject of
Muslims’ citizenship in contemporary European societies from the perspective of normative political theory, and
more precisely from the viewpoint of John Rawls’s political liberalism, in particular in light of the idea of public reason. Whilst recent contributions in political philosophy analysing the question of citizenship of Muslims in liberal democracies from a Rawlsian standpoint have mainly focussed on the notion of an overlapping consensus, the implications of the concept of public reason on that same issue are largely unexplored. This study tries to fill
such a gap in the literature. In chapter one, I begin by framing what I call the “background problem” of the research,
namely, the claim that “Islam in Europe makes problem” and its different dimensions. I then reframe the question
under scrutiny by presenting in greater theoretical detail the problem investigated and the main research question:
Which ideal conception of citizenship should provide the common normative perspective in contemporary Western
European societies, which are characterised by both demands of inclusion of Muslims and the need for solving a
problem of mutual assurance concerning citizens’ commitment to shared terms of social cooperation, so that those
societies can be stable for the right reasons? My central thesis is that the idea of public reason provides a common
discursive platform which establishes the ground for both a public political identity for citizens and shared
standards for social and political criticism. I also argue that political liberalism specifies a peculiar evaluative
framework that allows citizens to answer the above-mentioned questions in a distinctively political way. In the
first part, I thus develop my “justificatory evaluative” methodological approach based on public reason (chapter
two). In the second part (chapters three and four), I reconstruct the idea of public reason and specify the
fundamental requirements of the justificatory evaluative approach. In the third part, I firstly attempt to demonstrate
that, with reference to the problem at hand, public reason citizenship is normatively more appealing than two
alternative ideal conceptions of citizenship, namely ‘critical republicanism’ and liberal multiculturalism (chapter
five); secondly, I apply the evaluative framework to the conception of citizenship elaborated by one of the most
renowned Muslim intellectuals in Europe: Tariq Ramadan. The purpose of such evaluation is twofold. Firstly, it
aims at examining whether and how the idea of public reason accounts for a version of European citizenship for
Muslims coming from Muslims themselves. Secondly, it aims at disclosing whether what such a Muslim
conception of citizenship in Europe says about the two dimensions of ‘stability for the right reasons’ of the system
of social cooperation (namely, inclusion and mutual assurance) is consistent with the provisions of public reason
citizenship.LUISS PhD Thesi
Gli hedge funds azionisti di società quotate
No full textThe thesis «Gli hedge funds azionisti di società quotate» discusses the role of activist hedge funds (“activists”).
These are funds, the legal nature of which is rather complex, that acquire minority interests in listed companies (“targets”) and try to exert an influence over the target’s insiders through requests for governance, financial and strategic changes in the policies of the target so as to gain a profit therefrom.
To be sure, hedge funds’ activism matters from an economic and financial standpoint. The most recent available estimates indicates that activist hedge funds, although they represent no more than 4% of the aggregate number of hedge funds worldwide, have assets under management (“a.u.m.”) approximately equal to 100 billion. In the cover story of its issue of February 7, 2015, The Economist depicted activist hedge funds as «Capitalism’s unlikely heroes», arguing «Why activist investors are good for the public company». In the last decade the number of activists’ interventions increased at a remarkable pace, often triggering long and contentious campaigns, in the United States as well as in Italy (although proportionally to the size of their capital markets).
Similarly, hedge funds’ activism matters from a legal standpoint. Activism triggers a number of complex legal issues across multiple fields of the law, including financial regulation, corporate and securities laws. The relatively recent emergence of hedge funds’ activism, coupled with a lack of legal precedents and studies, renders the analysis even more troublesome.
The thesis tackles the matter along a research path structured in three phases, each of which approximately represents a separate goal of the research (and a chapter of the thesis).
The first goal of the research, discussed in the first chapter, deals with the legal qualification and nature of hedge funds. The complex legal features of hedge funds, the intricacies associated with their underlying economics and the lack of a single, readily available legal regime applicable to them suggest to carry out a preliminary analysis on hedge funds. This analysis should clarify what a hedge fund is (and, within the hedge funds’ family, what an activist hedge fund is); what an activist hedge fund does, and how it exerts influence over the target’s insiders; and what the economic consequences, and side-effects, of hedge funds’ activism are. This should also allow to identify and describe the legal regime applicable to hedge funds.
The second goal of the research, discussed in the second chapter, deals with the possible correlation between the degree of activism of hedge funds and the regulatory regime applicable to them in an environment, such as Italy, where the ownership of listed companies is largely concentrated.5 In this context I will first identify and discuss the regulatory factors that, potentially, are capable of sustaining the emergence of activists. I will then assess whether, and to which extent, the reforms of Italian corporate law adopted in the 2004-2014 period had an impact (and, if so, of what sort) on hedge funds’ activism. Hardly is this the first time that a legal scholar attempts to assess the impact of such reforms. It is however the first time, at least to my knowledge, that a similar task is performed in the context and through the methodology I decided to follow. Notably, I will assess the impact of these reforms: (i) in relation to the possible, either supportive or depressing, effects they had on the emergence of hedge funds’ activism in Italy; and (ii) based on data, and not only on qualitative legal analysis, that I partly hand-collected and largely obtained courtesy of the authors, to whom I am deeply grateful, of a number of empirical studies on the Italian securities market supported by Georgeson/LUISS Ceradi/Fondazione Bruno Visentini.
The third goal of the research is to touch upon the legal consequences of hedge funds’ activism on the target companies they select. On the one hand, I will discuss whether hedge funds’ activism needs to be halted (assuming this is legally doable) or otherwise curbed by newly-approved statutes. On the other hand, I will delve into Italian corporate law to understand whether targets may use any existing corporate tools or devices to fend off activists. The aim of this analysis is, ultimately, to understand whether hedge funds activism might prove to be harmful or beneficial for the corporate governance of companies with a highly concentrated ownership structure.LUISS PhD Thesi
Il "nuovo" ruolo dell'assemblea nelle società quotate
No full textThe evolution of the international scene demonstrates the relevance of the debate regarding
the role of shareholders in listed companies. For a long time, all attempts to encourage shareholder
activism had been branded as an anachronistic return to the so-called “shareholder democracy”. In
recent years, however, the assumption of equivalence between the increase of shareholders’ rights
and the reduction of efficiency in the management of a company has been disproven, at least at the
legislative level.
The development of the Italian legislative framework in the last ten years has actively
contributed to the strengthening of the role of shareholders in listed companies. In fact, the Italian
legislator has not only transposed the European provisions (Directive 2007/36/EC), which have
facilitated the participation of shareholders in general meetings but, in addition, he has prepared a
package of substantial competences that provide shareholders with the capability to influence
corporate governance of the company and to express “publicly” their dissent against the activity of
management, with possible impact on the market value of securities.
In the light of the above, it is important to investigate the reasons and contents of the choices
of European and national legislators, which (in line with the present trend in the world) have been
made to encourage shareholder engagement in order to improve corporate governance of listed
companies.
Along this line of inquiry, the research project aims to examine the role that shareholders in
listed companies have currently taken in Italy, first of all on the basis of the analysis of the positive
framework and data available from recent general meetings.The evolution of the international scene demonstrates the relevance of the debate regarding
the role of shareholders in listed companies. For a long time, all attempts to encourage shareholder
activism had been branded as an anachronistic return to the so-called “shareholder democracy”. In
recent years, however, the assumption of equivalence between the increase of shareholders’ rights
and the reduction of efficiency in the management of a company has been disproven, at least at the
legislative level.
The development of the Italian legislative framework in the last ten years has actively
contributed to the strengthening of the role of shareholders in listed companies. In fact, the Italian
legislator has not only transposed the European provisions (Directive 2007/36/EC), which have
facilitated the participation of shareholders in general meetings but, in addition, he has prepared a
package of substantial competences that provide shareholders with the capability to influence
corporate governance of the company and to express “publicly” their dissent against the activity of
management, with possible impact on the market value of securities.
In the light of the above, it is important to investigate the reasons and contents of the choices
of European and national legislators, which (in line with the present trend in the world) have been
made to encourage shareholder engagement in order to improve corporate governance of listed
companies.
Along this line of inquiry, the research project aims to examine the role that shareholders in
listed companies have currently taken in Italy, first of all on the basis of the analysis of the positive
framework and data available from recent general meetings.LUISS PhD Thesi
ADR e impresa
No full textOver recent years there has been an increasing use of alternative dispute resolution methods in Italy, the so-called ADR methods. The crisis of the Italian justice system, along with the persistent economic and liquidity crisis, has led the Italian legislature to identify and regulate new dispute resolution tools aimed at reducing the litigation rate and length of judicial proceedings. The Italian legislature has also intervened in several areas of law, promoting alternative dispute resolution methods not only in civil and commercial matters, but also in many other fields in which individuals and enterprises operate. Italian businesses, in particular during the current economic crisis, could benefit from the many advantages related to the use of alternative dispute resolution methods. In any case, in the event of a dispute, they should assess the costs and benefits of ADR, comparing the various ADR methods with each other and with litigation. Having said that, the first chapter analyses the main alternative dispute resolution tools, also distinguishing whether or not they end with a binding decision. The second chapter examines the advantages, but also the disadvantages, that enterprises may experience by using ADR methods, as the case may be. The third and fourth chapters analyse the ADR methods related to disputes in civil and commercial matters. These chapters focus in particular on lawyer-assisted negotiation, mediation and arbitration in the light of recent regulatory reforms and case law. The fifth chapter examines the ADR tools that businesses can use in specific fields, notably in corporate, banking, financial and labour matters.Over recent years there has been an increasing use of alternative dispute resolution methods in Italy, the so-called ADR methods. The crisis of the Italian justice system, along with the persistent economic and liquidity crisis, has led the Italian legislature to identify and regulate new dispute resolution tools aimed at reducing the litigation rate and length of judicial proceedings. The Italian legislature has also intervened in several areas of law, promoting alternative dispute resolution methods not only in civil and commercial matters, but also in many other fields in which individuals and enterprises operate. Italian businesses, in particular during the current economic crisis, could benefit from the many advantages related to the use of alternative dispute resolution methods. In any case, in the event of a dispute, they should assess the costs and benefits of ADR, comparing the various ADR methods with each other and with litigation. Having said that, the first chapter analyses the main alternative dispute resolution tools, also distinguishing whether or not they end with a binding decision. The second chapter examines the advantages, but also the disadvantages, that enterprises may experience by using ADR methods, as the case may be. The third and fourth chapters analyse the ADR methods related to disputes in civil and commercial matters. These chapters focus in particular on lawyer-assisted negotiation, mediation and arbitration in the light of recent regulatory reforms and case law. The fifth chapter examines the ADR tools that businesses can use in specific fields, notably in corporate, banking, financial and labour matters.LUISS PhD Thesi
Party patronage in parliament: the Italian experience
No full textParty patronage is a recent notion in the literature. Often confused with clientelism, corruption and other distributive practices, it has to do with the cartel party (ideal) type and the party-state relationships, providing new and alternative resource for the parties. Defined as the power of party to appoint people in public and semi-public life, patronage also occurs in parliamentary arena, far from the governmental sphere within the bureaucracy and the public administration. This dissertation aims at investigating parliamentary patronage as a job distributive process, individuating the factors that shape this exchange relationship between collective and individual patrons and clients. The empirical research focused on the Italian experience finds that parliamentary patronage works both as an organizational and post-electoral resource. From the qualitative survey addressed through conversational interviews to more than sixty parliamentary patrons and organizers in the last two terms, three main trends emerge: when patrons are represented by collective bodies as the parliamentary group, party networks and allegiance matter -though not excessively- in the distribution of patronage resources, but combined with professional criteria, especially at top level; when individual patrons hold internal institutional offices and distribute jobs related to that office, they are likely to look more at personal networks in selecting their ‘clients’; the control function of patronage, stressed in previous studies about the phenomenon, fades making room for organizational and functional patronage.Party patronage is a recent notion in the literature. Often confused with clientelism, corruption and other distributive practices, it has to do with the cartel party (ideal) type and the party-state relationships, providing new and alternative resource for the parties. Defined as the power of party to appoint people in public and semi-public life, patronage also occurs in parliamentary arena, far from the governmental sphere within the bureaucracy and the public administration. This dissertation aims at investigating parliamentary patronage as a job distributive process, individuating the factors that shape this exchange relationship between collective and individual patrons and clients. The empirical research focused on the Italian experience finds that parliamentary patronage works both as an organizational and post-electoral resource. From the qualitative survey addressed through conversational interviews to more than sixty parliamentary patrons and organizers in the last two terms, three main trends emerge: when patrons are represented by collective bodies as the parliamentary group, party networks and allegiance matter -though not excessively- in the distribution of patronage resources, but combined with professional criteria, especially at top level; when individual patrons hold internal institutional offices and distribute jobs related to that office, they are likely to look more at personal networks in selecting their ‘clients’; the control function of patronage, stressed in previous studies about the phenomenon, fades making room for organizational and functional patronage.LUISS PhD Thesi
The perspectives of the EU‘s specialization in civilian crisis management under the CSDP mechanism: discursive institutionalist analysis
No full textInstitutionalist approaches to crisis management: discursive institutionalism: CSDP, NATO and EU as a regional and global actor. A long story of a young CSDP: European “puissance” in practice. Case studies: theory under Test.Institutionalist approaches to crisis management: discursive institutionalism: CSDP, NATO and EU as a regional and global actor. A long story of a young CSDP: European “puissance” in practice. Case studies: theory under Test.LUISS PhD Thesi
Essays in public economics
No full textThis dissertation consists of two chapters. Both chapters use unique data to answer
questions in public economics.
In Chapter 1, I study optimal law enforcement in presence of corruption using unique
data on bribes given to traffic police in Russia. Corruption in law enforcement is thought
to decrease the expected punishment for a violation of law and hence decreases deterrence
of crimes. I examine whether it is possible to offset the effect of corruption and restore
deterrence by increasing the magnitude of sanctions. Whether an increase in punishment
will restore deterrence depends on how sensitive the bribes are to changes in sanctions.
I estimate sensitivity of bribes to changes in different type of sanctions: monetary and
nonmonetary, using difference-in-differences method. I find that bribes are more sensitive
to changes in nonmonetary rather than monetary sanctions. In presence of corruption the
socially costly monetary sanction is transformed into a bribe a socially costless monetary
transfer. This further increases the attractiveness of nonmonetary sanctions in presence of
corruption. I also discuss red tape as a nonmonetary sanction and its potential benefits in
comparison to other nonmonetary sanctions.
In Chapter 2, I study economic returns to infrastructure using historic data from the
city of Chicago in 1830-1930. The city experienced rapid growth during this time making
access to clean water and sewage a pressing issue. Using panel data with fixed effects and
an instrumental variables approach, I estimate the causal effect of infrastructure access
(water and sewage) on land values. I construct an instrument for access to infrastructure
by taking advantage of a rule by which a suburb could join Chicago. One of the main
motivations for joining Chicago was the provision of water and sewage. Using both panel
data with fixed effects and 2SLS, I find that a that access to water positively affects land
values; while access to sewage does not have a significant effect. The estimated coefficients
are not statistically different between both approaches. Results suggest that access to clean water is a valuable amenity for both individuals and firms.This dissertation consists of two chapters. Both chapters use unique data to answer
questions in public economics.
In Chapter 1, I study optimal law enforcement in presence of corruption using unique
data on bribes given to traffic police in Russia. Corruption in law enforcement is thought
to decrease the expected punishment for a violation of law and hence decreases deterrence
of crimes. I examine whether it is possible to offset the effect of corruption and restore
deterrence by increasing the magnitude of sanctions. Whether an increase in punishment
will restore deterrence depends on how sensitive the bribes are to changes in sanctions.
I estimate sensitivity of bribes to changes in different type of sanctions: monetary and
nonmonetary, using difference-in-differences method. I find that bribes are more sensitive
to changes in nonmonetary rather than monetary sanctions. In presence of corruption the
socially costly monetary sanction is transformed into a bribe a socially costless monetary
transfer. This further increases the attractiveness of nonmonetary sanctions in presence of
corruption. I also discuss red tape as a nonmonetary sanction and its potential benefits in
comparison to other nonmonetary sanctions.
In Chapter 2, I study economic returns to infrastructure using historic data from the
city of Chicago in 1830-1930. The city experienced rapid growth during this time making
access to clean water and sewage a pressing issue. Using panel data with fixed effects and
an instrumental variables approach, I estimate the causal effect of infrastructure access
(water and sewage) on land values. I construct an instrument for access to infrastructure
by taking advantage of a rule by which a suburb could join Chicago. One of the main
motivations for joining Chicago was the provision of water and sewage. Using both panel
data with fixed effects and 2SLS, I find that a that access to water positively affects land
values; while access to sewage does not have a significant effect. The estimated coefficients
are not statistically different between both approaches. Results suggest that access to clean water is a valuable amenity for both individuals and firms.LUISS PhD Thesi
La remunerazione degli amministratori esecutivi nella dialettica tra organi sociali: il say on pay
No full textIn an effort to promote better shareholder engagement in
corporate governance, and in particular, to foster shareholder activism
with regard to issue of executive compensation, some countries have
adopted a Say-on-Pay mechanism.
Italy is one of the most recent case for new rules on executive
compensation aimed at improving transparency and shareholder
activism has been passed in December 2010. Under the new
regulatory framework, each company shall produce a director’s
remuneration report laid out in two sections: i) a forward-looking
“policy report”, that outlines the planned remuneration policy and ii) a
back-looking “implementation report” that sets out information as to
how the remuneration was implemented in the previous financial year.
Shareholders are requested of casting a merely advisory vote only on
the first document (the remuneration policy).
This research attempts to assess this regime Say-on-Pay in the
light of the traditional balance of power between the shareholder body
and the board of directors; and to ascertain whether the Say on Pay
rule provided for by art. 123-ter T.U.F. is appropriate in a
concentrated ownership context – such as the Italian one.
Besides the introduction, this research consists of four chapters.
Chapter I summarizes the currently dominant analytical model
of executive compensation in dispersed ownership systems – starting
with the UK, which has been the first country to enact a Say-on-Pay
regulation and, thus, is to be seen as the jurisdiction from where the
say-on-pay movement, at least as a regulatory matter, has sparked.
According to the traditional view, executive compensation can be
regarded, on the one side, as a remedy to the agency costs generated
by the misalignment of management and shareholder interests in the
dispersed ownership company, on the other side, as an agency cost in itself in that it provides a potentially powerful and opaque device for
self-dealing by conflicted managers.
Chapter II discusses how Say on Pay can contribute to alleviate
the problem of managerial opportunism and to assure a genuine arm’s
length bargaining, i.e. bargaining between executives (attempting to
get the best deal for themselves) and boards (seeking – expectedly – to
get the best deal for those shareholders whom they serve). A study of
Say on Pay lends itself to a comparative analysis because several
countries have already adopted reforms. It is useful, then, to note that
each country has adopted a unique version of shareholder voting on
compensation: for instance, shareholder votes could be binding
instead of advisory, include several factors instead of being merely
up-or-down, be on future policy rather than past practices, or be firmoptional
instead of mandatory.
Chapter III focuses on Italian Say on Pay regulation. First, it is
reviewed the regulatory framework in the matter of executive
compensation, i.e. the rules provided for by the Italian Civil Code, by
the Consolidated Law on Finance, and che Corporate Governance
Code. The remaining part of the chapter concentrates on the substance
of the new provision, enlightening the features that distinguish the
Italian Say on Pay rule from the ones adopted by other countries.
Chapter IV purports to assess the ineffectiveness of the current
Say on Pay Rule in the light of the level of ownership concentration
typical of Italian public companies. In particular, this chapter
questions conventional beliefs on executive pay showing that in
controlling shareholder companies the problems arising from
executive remuneration are much more different from the ones arising
from dispersed ownership companies. In controlling shareholder
companies, indeed, executive compensation may operate as a rentextraction
mechanism in the hands of the controlling shareholder.
Thus, the choice made by the Italian regulator to give to all the
shareholders (including the controlling ones) a Say on Pay is
questionable; rather, it is proposed a different model, based on the
recent Israeli legislation, with a merely advisory majority of the
minority vote.In an effort to promote better shareholder engagement in
corporate governance, and in particular, to foster shareholder activism
with regard to issue of executive compensation, some countries have
adopted a Say-on-Pay mechanism.
Italy is one of the most recent case for new rules on executive
compensation aimed at improving transparency and shareholder
activism has been passed in December 2010. Under the new
regulatory framework, each company shall produce a director’s
remuneration report laid out in two sections: i) a forward-looking
“policy report”, that outlines the planned remuneration policy and ii) a
back-looking “implementation report” that sets out information as to
how the remuneration was implemented in the previous financial year.
Shareholders are requested of casting a merely advisory vote only on
the first document (the remuneration policy).
This research attempts to assess this regime Say-on-Pay in the
light of the traditional balance of power between the shareholder body
and the board of directors; and to ascertain whether the Say on Pay
rule provided for by art. 123-ter T.U.F. is appropriate in a
concentrated ownership context – such as the Italian one.
Besides the introduction, this research consists of four chapters.
Chapter I summarizes the currently dominant analytical model
of executive compensation in dispersed ownership systems – starting
with the UK, which has been the first country to enact a Say-on-Pay
regulation and, thus, is to be seen as the jurisdiction from where the
say-on-pay movement, at least as a regulatory matter, has sparked.
According to the traditional view, executive compensation can be
regarded, on the one side, as a remedy to the agency costs generated
by the misalignment of management and shareholder interests in the
dispersed ownership company, on the other side, as an agency cost in itself in that it provides a potentially powerful and opaque device for
self-dealing by conflicted managers.
Chapter II discusses how Say on Pay can contribute to alleviate
the problem of managerial opportunism and to assure a genuine arm’s
length bargaining, i.e. bargaining between executives (attempting to
get the best deal for themselves) and boards (seeking – expectedly – to
get the best deal for those shareholders whom they serve). A study of
Say on Pay lends itself to a comparative analysis because several
countries have already adopted reforms. It is useful, then, to note that
each country has adopted a unique version of shareholder voting on
compensation: for instance, shareholder votes could be binding
instead of advisory, include several factors instead of being merely
up-or-down, be on future policy rather than past practices, or be firmoptional
instead of mandatory.
Chapter III focuses on Italian Say on Pay regulation. First, it is
reviewed the regulatory framework in the matter of executive
compensation, i.e. the rules provided for by the Italian Civil Code, by
the Consolidated Law on Finance, and che Corporate Governance
Code. The remaining part of the chapter concentrates on the substance
of the new provision, enlightening the features that distinguish the
Italian Say on Pay rule from the ones adopted by other countries.
Chapter IV purports to assess the ineffectiveness of the current
Say on Pay Rule in the light of the level of ownership concentration
typical of Italian public companies. In particular, this chapter
questions conventional beliefs on executive pay showing that in
controlling shareholder companies the problems arising from
executive remuneration are much more different from the ones arising
from dispersed ownership companies. In controlling shareholder
companies, indeed, executive compensation may operate as a rentextraction
mechanism in the hands of the controlling shareholder.
Thus, the choice made by the Italian regulator to give to all the
shareholders (including the controlling ones) a Say on Pay is
questionable; rather, it is proposed a different model, based on the
recent Israeli legislation, with a merely advisory majority of the
minority vote.LUISS PhD Thesi
Meaning construction and the socialisation of economic ideas: an autobiographical approach
No full textThis dissertation explores how to conceptualise the production, reproduction and transmission of economic ideas. I highlight that a first step in such an exploration needs to consist in the recognition that theory and ideas not only describe reality but also help to constitute it. Language inherently frames our understanding in particular ways. We learn language, as well as other practices, by being socialised into particular communities. As a result, there is an inherent connection between our ideas and our identity. The task for this dissertation is to showcase different ways of understanding how we become socialised into particular economic ideas and what some of the consequences of this might be for how we think about economic theory in general. I examine two particular sites of knowledge production and two particular concepts. The two chosen sites are undergraduate economics textbooks and contemporary novels. I highlight that both partake in the production and transmission of economic ideas but that the strategies they employ to do so are markedly different. Economics teaching could benefit from using a greater variety of materials and I suggest that works of fiction are a very useful resource in this regard. The two concepts I examine are the concept of the market and the concept of violence. I argue that the concept of the market is not merely used to describe a place of exchange but that it is also used to express subjective and social notions. Last, I argue that much can be gained from following Johan Galtung’s approach to violence. His conceptualisation of violence allows one to understand the price of socialisation. Socialisation processes are inherently burdensome for individuals and the concept of violence can help one to appreciate the burden which particular conceptions of human agency have for those who are asked to internalise these.This dissertation explores how to conceptualise the production, reproduction and transmission of economic ideas. I highlight that a first step in such an exploration needs to consist in the recognition that theory and ideas not only describe reality but also help to constitute it. Language inherently frames our understanding in particular ways. We learn language, as well as other practices, by being socialised into particular communities. As a result, there is an inherent connection between our ideas and our identity. The task for this dissertation is to showcase different ways of understanding how we become socialised into particular economic ideas and what some of the consequences of this might be for how we think about economic theory in general. I examine two particular sites of knowledge production and two particular concepts. The two chosen sites are undergraduate economics textbooks and contemporary novels. I highlight that both partake in the production and transmission of economic ideas but that the strategies they employ to do so are markedly different. Economics teaching could benefit from using a greater variety of materials and I suggest that works of fiction are a very useful resource in this regard. The two concepts I examine are the concept of the market and the concept of violence. I argue that the concept of the market is not merely used to describe a place of exchange but that it is also used to express subjective and social notions. Last, I argue that much can be gained from following Johan Galtung’s approach to violence. His conceptualisation of violence allows one to understand the price of socialisation. Socialisation processes are inherently burdensome for individuals and the concept of violence can help one to appreciate the burden which particular conceptions of human agency have for those who are asked to internalise these.LUISS PhD Thesi