Corporate governance, minority shareholders and dynamic value: the Italian experience of the freeze-out

Abstract

The principal subject of this paper is the analysis of the main corporate governance profiles that are directly or incidentally affected by the freeze-out and the study of the positive and normative factors impacting the determination of the strike price of the freeze-out. The work first aims to investigate the effect that can be generated by the forced exclusion of minority shareholders during the processes of acquisition and replacement of corporate control and, secondly to examine the share value drivers of the freeze-out, with the aim of combining the legislative functions with the laws of economic dynamics. The regulatory framework, which in Italy has recently undergone a major evolution as a result of approval, with Legislative Decree dated November 19th 2007 n. 229 of the 2004/25/EC Directive concerning tender offer process, is the background to issues of economic nature which will be investigated in this work.