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Controlling shareholders and minority protection: governance lessons from the case of Telecom Italia

Author

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  • Michele Meoli
  • Stefano Paleari
  • Giovanni Urga

Abstract

In this paper, we study the history of Telecom Italia, the sixth biggest world telecommunication company for turnover, to evaluate how changes in control affected minority protection. Telecom Italia was privatized in 1997 and it has been the target of two takeovers in 1999 by Olivetti and 2001 by Pirelli. Recently, in 2008, control was ultimately passed over to a newco, Telco, owned by the Spanish Telefónica and a consortium of Italian banks. We analyze how the acquisitions of Telecom Italia were achieved and, in particular, who paid for the control, and what were the consequences for minorities. We show that, in the case of Telecom Italia, the implementation of pyramids is connected with the existence of large private benefits, measured both by the size of premium paid for the acquisition and by the voting premium. However, minorities constantly suffered a strong expropriation due to the acquisitions. Our analysis reveals that despite the introduction of the Draghi reform in 1998, aimed to strengthen investors’ rights, minority protection is still inadequate in the Italian financial market.

Suggested Citation

  • Michele Meoli & Stefano Paleari & Giovanni Urga, 2008. "Controlling shareholders and minority protection: governance lessons from the case of Telecom Italia," Working Papers 0808, Department of Management, Information and Production Engineering, University of Bergamo.
    • Handle: RePEc:brh:wpaper:0808
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    File URL: http://hdl.handle.net/10446/406
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    References listed on IDEAS

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    1. Brown, Stephen J. & Warner, Jerold B., 1985. "Using daily stock returns : The case of event studies," Journal of Financial Economics, Elsevier, vol. 14(1), pages 3-31, March.
    2. Stijn Claessens & Simeon Djankov & Joseph P. H. Fan & Larry H. P. Lang, 2002. "Disentangling the Incentive and Entrenchment Effects of Large Shareholdings," Journal of Finance, American Finance Association, vol. 57(6), pages 2741-2771, December.
    3. Barclay, Michael J. & Holderness, Clifford G., 1989. "Private benefits from control of public corporations," Journal of Financial Economics, Elsevier, vol. 25(2), pages 371-395, December.
    4. Andrea Melis, 2000. "Corporate Governance in Italy," Corporate Governance: An International Review, Wiley Blackwell, vol. 8(4), pages 347-355, October.
    5. La Porta, Rafael & Lopez-de-Silanes, Florencio & Shleifer, Andrei & Vishny, Robert, 2000. "Investor protection and corporate governance," Journal of Financial Economics, Elsevier, vol. 58(1-2), pages 3-27.
    6. Rafael La Porta & Florencio Lopez‐De‐Silanes & Andrei Shleifer & Robert Vishny, 2002. "Investor Protection and Corporate Valuation," Journal of Finance, American Finance Association, vol. 57(3), pages 1147-1170, June.
    7. Luigi Zingales, 1995. "What Determines the Value of Corporate Votes?," The Quarterly Journal of Economics, President and Fellows of Harvard College, vol. 110(4), pages 1047-1073.
    8. repec:bla:jfinan:v:59:y:2004:i:2:p:537-600 is not listed on IDEAS
    9. Nicodano, Giovanna, 1998. "Corporate groups, dual-class shares and the value of voting rights," Journal of Banking & Finance, Elsevier, vol. 22(9), pages 1117-1137, September.
    10. Michele Meoli & Stefano Paleari & Giovanni Urga, 2008. "Changes in ownership and minority protection," International Journal of Managerial Finance, Emerald Group Publishing Limited, vol. 4(4), pages 323-342, September.
    11. Andrea Melis, 2005. "Corporate Governance Failures: to what extent is Parmalat a particularly Italian Case?," Corporate Governance: An International Review, Wiley Blackwell, vol. 13(4), pages 478-488, July.
    12. Zingales, Luigi, 1994. "The Value of the Voting Right: A Study of the Milan Stock Exchange Experience," The Review of Financial Studies, Society for Financial Studies, vol. 7(1), pages 125-148.
    13. Timothy A. Kruse, 2007. "Minority Expropriation and Shareholder Activism Following Olivetti’s Hostile Takeover of Telecom Italia," Corporate Governance: An International Review, Wiley Blackwell, vol. 15(2), pages 133-143, March.
    14. Doidge, Craig, 2004. "U.S. cross-listings and the private benefits of control: evidence from dual-class firms," Journal of Financial Economics, Elsevier, vol. 72(3), pages 519-553, June.
    15. Mike Burkart & Denis Gromb & Fausto Panunzi, 1998. "Why Higher Takeover Premia Protect Minority Shareholders," Journal of Political Economy, University of Chicago Press, vol. 106(1), pages 172-204, February.
    16. Geert Bekaert & Campbell Harvey & Christian T. Lundblad, 2003. "Equity market liberalization in emerging markets," Review, Federal Reserve Bank of St. Louis, vol. 85(Jul), pages 53-74.
    17. Lins, Karl V., 2003. "Equity Ownership and Firm Value in Emerging Markets," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 38(1), pages 159-184, March.
    18. Morck, Randall K. (ed.), 2000. "Concentrated Corporate Ownership," National Bureau of Economic Research Books, University of Chicago Press, edition 1, number 9780226536781, August.
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    Cited by:

    1. Matteucci, Nicola, 2019. "The EU State aid policy for broadband: An evaluation of the Italian experience with first generation networks," Telecommunications Policy, Elsevier, vol. 43(9).
    2. Matteucci, Nicola, 2021. "Procuring NGA infrastructure: The performance of EMAT auctions in Italy," Telecommunications Policy, Elsevier, vol. 45(1).

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    More about this item

    Keywords

    Ownership structure; minority protection; wealth transfer; business groups; voting premium; case study;
    All these keywords.

    JEL classification:

    • G32 - Financial Economics - - Corporate Finance and Governance - - - Financing Policy; Financial Risk and Risk Management; Capital and Ownership Structure; Value of Firms; Goodwill
    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance

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