Società quotate e regolamentazione speciale dei diritti dei soci

This article examines the special regime governing shareholders’ rights in listed companies, focusing on the mechanisms of enhanced voting rights and enhanced dividend rights introduced into Italian law through Articles 127-quinquies and 127-quater of the Consolidated Financial Act. The study analyses the impact of these instruments on the traditional principles of company law, including shareholder equality, the proportionality between risk and control, and the “one share, one vote” rule. Particular attention is devoted to the increasing relevance of the shareholder’s identity and holding period as factors influencing the allocation of corporate rights, thereby introducing personalistic elements into a legal framework historically centred on the share as the fundamental unit of participation. The article further investigates the economic and regulatory objectives underlying these mechanisms, including the promotion of stock market listings, regulatory competition among jurisdictions, and the encouragement of long-term shareholding. Through a critical assessment of both the theoretical foundations and the practical effects of enhanced rights, the paper highlights the broader transformation of listed company law towards greater contractual flexibility and differentiated shareholder treatment, while questioning the coherence and effectiveness of these reforms in balancing market efficiency, investor protection, and corporate control.