The role of Financial Markets and how they can influence Corporate law
Oreste Cagnasso. Professore ordinario f.r. di Diritto commerciale presso l’Università di Torino; Professore straordinario di Diritto commerciale presso la Link Campus University di Roma.
Translation by Pietro Borsano, Lawyer associate with AdvisingAsia – Business Law e Venture Management Professor at Shinawatra International University (www.siu.ac.th). Report held at Workshop: “Important Issues of Business Law” (Company Law, Artificial Intelligence & Intellectual Property Law) for Business People - Shinawatra University - 16 March 2018.
Il diritto societario, e in particolare il diritto delle società di capitali, e la disciplina dei mercati finanziari sono strettamente correlati. Recentemente si è verificato nell’Ordinamento italiano un fenomeno opposto al fine di favorire il finanziamento delle P.M.I.
Corporate Law, in particular corporate law of listed corporations, and securities law are deeply related and interconnected. Recently, in the Italian legal system, a different approach has been adopted, in order to enhance SME financing.
1. Corporate Law and Securities Law
Corporate Law, in particular corporate law of listed corporations, and securities law are deeply related and interconnected. A public company is essentially a firm characterized by its equity divided per shares, which can be exchanged (sale and purchase) on the stock exchange. Furthermore, any public company can issue debt (corporate bonds), which are also traded in the financial markets. Financial markets regulations heavily rely and depend on corporate governance of listed companies and on their corporate law. At the same time, the regulatory framework of listed firms is influenced by financial markets regulations and securities law.
Recently, in the Italian legal system, a different approach has been adopted, in order to enhance SME financing. On the one hand, the capacity of Italian SMEs to borrow money has dramatically decreased over the latest decade, due to the strengthening of financial regulations (Basel 2 and 3) and the tighter control by the European Central Bank. Also, on the other hand, the leverage of Italian SMEs has worryingly increased, thus preventing Italian lenders to borrow money without enough collaterals to guarantee the capability of SMEs to pay back the loans. The Italian regulator has tried to solve this credit crunch, also considering the past financial crisis that has affected both firms and financial organizations, by introducing an [continua..]