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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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    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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