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Marco Bigelli

Full Professor

Department of Management

Academic discipline: SECS-P/09 Corporate Finance


Keywords: Shareholders' expropriations Voting right Internal dealing Dual Class Unifications Corporate Governance

The main research field is Corporate Governance, especially as far as the evolution of ownership structures, compliance to internal dealing codes, value of voting rights, and minority shareholders' expropriations. Related to this last issue, one of the last research has addressed dual class unifications and shareholders' expropriations.

Extant literature has usually argued that firms that unify dual class shares are likely to increase shareholder value.  We examine the universe of Italian dual class unifications over the 1974-2005 period and show that the unification process is considerably more complex than described in prior literature.  In over half the universe, Italian voting shareholders are not compensated for allowing their voting rights to be diluted, and, not surprisingly, experience a price decline at the announcement of unifications.  While non-voting shares appreciate in value at the announcement there is little evidence that the unification increases total firm value.  We argue that share unifications are designed to benefit the controlling shareholders and, in several cases, controlling voting shareholders use the unification to expropriate wealth from minority shareholders.

We  investigates the determinants of regulatory compliance in corporate organizations. Exploiting a unique enforcement and reporting framework for insider trading in Italy, we present three main findings. First, board governance, such as chief executive-chairman duality and the proportion of non-executive directors, does not increase the propensity of firms to comply with regulation. Second, family firms and firms with a high degree of separation of ownership from control are most likely to comply with regulation. Third, corporate ethos is more important in predicting regulatory compliance than explicit corporate governance structures.