La regolazione nel settore del trasporto ferroviario e la nuova authority: esperienza inglese e spunti di riflessione

Il sistema comunitario di regolazione del trasporto ferroviario. Il sistema inglese di regolazione del settore ferroviario. L'autorità di regolazione dei trasporti. Concorrenza e regolazione nel settore ferroviario: problemi e prospettive.Il sistema comunitario di regolazione del trasporto ferroviario. Il sistema inglese di regolazione del settore ferroviario. L'autorità di regolazione dei trasporti. Concorrenza e regolazione nel settore ferroviario: problemi e prospettive.LUISS PhD Thesi

Il contratto di rete con autonomia patrimoniale non soggettivata: esempio di destinazione di patrimoni per l'esercizio in comune d'impresa?

Il contratto di rete. L’esercizio in comune dell’attività di impresa non soggettivata. Il contratto di rete come esempio di patrimonio destinato. L’esperienza americana.Il contratto di rete. L’esercizio in comune dell’attività di impresa non soggettivata. Il contratto di rete come esempio di patrimonio destinato. L’esperienza americana.LUISS PhD Thesi

Il diritto penale tributario tra questioni problematiche e prospettive di riforma

Dagli albori del diritto penale tributario alla recente riforma del sistema sanzionatorio in materia fiscale. Il D. Lgs. n. 74/00 e le sue successive modificazioni: previsioni comuni e peculiarità dell'illecito penal-tributario. Le principali fattispecie incriminatrici alla luce del D. Lgs. n. 158 del 2015. L'ampliamento dell'area di rilevanza degli illeciti penal-tributari. Il rapporto tra il nuovo diritto penale tributario e i principi fondamentali del sistema.Dagli albori del diritto penale tributario alla recente riforma del sistema sanzionatorio in materia fiscale. Il D. Lgs. n. 74/00 e le sue successive modificazioni: previsioni comuni e peculiarità dell'illecito penal-tributario. Le principali fattispecie incriminatrici alla luce del D. Lgs. n. 158 del 2015. L'ampliamento dell'area di rilevanza degli illeciti penal-tributari. Il rapporto tra il nuovo diritto penale tributario e i principi fondamentali del sistema.LUISS PhD Thesi

Contributo allo studio dei limiti del diritto antitrust: esercizio di diritti procedimentale e abuso di posizione dominante

The research focalizes on the relationship between the exercise of administrative power and the application of antitrust rules. In particular, the application of article 102 TFEU in relation to the participation of dominant undertaking within administrative proceedings is investigated. The aim of the research is to examine the boundaries between the prohibition set forth at Article 102 TFEU and the exercise of the dominant undertaking’s administrative participative rights. From another perspective, the analysis concerns the identification of possible criteria capable of resolving (or avoiding) the conflict between the application of antitrust rules and the exercise of constitutional rights, such as that of democratic participation to the public life and the right to petition the Government. In this regard, an important role could be played by the abuse of rights theory. The antitrust rules should apply only in relation to behaviours of the dominant firm, which do not represent a genuine exercise of its participative rights. The research is structured as follows. The first Chapter, after a brief introduction to the applicative principles of article 102 TFEU, focuses on the application of antitrust rules against State measures. The conclusion reached is that antitrust should apply only in cases where the public authority have delegated their power to private interested parties, without sufficient supervision on how such power is exercised by the private operators. The second chapter is entirely dedicated the application of Article 102 TFUE vis-à-vis the participation of a dominant undertaking within administrative/regulatory proceedings. The research concludes that elements such as, (i) the discretionary power of the public administration; (ii) the nature and effects of the administrative decision; as well as (iii) the principle of uniformity of the legal order, act as limits to the application of Article 102 TFEU. On the contrary, Article 102 TFEU shall apply in all cases when the dominant undertaking abuses its participative rights for an anticompetitive purpose. Hence, the third chapter of the thesis investigates the relationship between abuse of dominant position and abuse of rights theory/legal principle. The thesis is then concluded by a fourth chapter, which shows that some of the arguments treated in the precedent chapters reveal general trends of the legal order. This is, for instance, the case with the pluri-qualification phenomenon (i.e. the qualification of the conduct by different branches of the legal system), as well as with the abuse of rights principle.The research focalizes on the relationship between the exercise of administrative power and the application of antitrust rules. In particular, the application of article 102 TFEU in relation to the participation of dominant undertaking within administrative proceedings is investigated. The aim of the research is to examine the boundaries between the prohibition set forth at Article 102 TFEU and the exercise of the dominant undertaking’s administrative participative rights. From another perspective, the analysis concerns the identification of possible criteria capable of resolving (or avoiding) the conflict between the application of antitrust rules and the exercise of constitutional rights, such as that of democratic participation to the public life and the right to petition the Government. In this regard, an important role could be played by the abuse of rights theory. The antitrust rules should apply only in relation to behaviours of the dominant firm, which do not represent a genuine exercise of its participative rights. The research is structured as follows. The first Chapter, after a brief introduction to the applicative principles of article 102 TFEU, focuses on the application of antitrust rules against State measures. The conclusion reached is that antitrust should apply only in cases where the public authority have delegated their power to private interested parties, without sufficient supervision on how such power is exercised by the private operators. The second chapter is entirely dedicated the application of Article 102 TFUE vis-à-vis the participation of a dominant undertaking within administrative/regulatory proceedings. The research concludes that elements such as, (i) the discretionary power of the public administration; (ii) the nature and effects of the administrative decision; as well as (iii) the principle of uniformity of the legal order, act as limits to the application of Article 102 TFEU. On the contrary, Article 102 TFEU shall apply in all cases when the dominant undertaking abuses its participative rights for an anticompetitive purpose. Hence, the third chapter of the thesis investigates the relationship between abuse of dominant position and abuse of rights theory/legal principle. The thesis is then concluded by a fourth chapter, which shows that some of the arguments treated in the precedent chapters reveal general trends of the legal order. This is, for instance, the case with the pluri-qualification phenomenon (i.e. the qualification of the conduct by different branches of the legal system), as well as with the abuse of rights principle.LUISS PhD Thesi

Essays in public economics

This dissertation consists of two chapters. Both chapters use unique data to answer questions in public economics. In Chapter 1, I study optimal law enforcement in presence of corruption using unique data on bribes given to traffic police in Russia. Corruption in law enforcement is thought to decrease the expected punishment for a violation of law and hence decreases deterrence of crimes. I examine whether it is possible to offset the effect of corruption and restore deterrence by increasing the magnitude of sanctions. Whether an increase in punishment will restore deterrence depends on how sensitive the bribes are to changes in sanctions. I estimate sensitivity of bribes to changes in different type of sanctions: monetary and nonmonetary, using difference-in-differences method. I find that bribes are more sensitive to changes in nonmonetary rather than monetary sanctions. In presence of corruption the socially costly monetary sanction is transformed into a bribe a socially costless monetary transfer. This further increases the attractiveness of nonmonetary sanctions in presence of corruption. I also discuss red tape as a nonmonetary sanction and its potential benefits in comparison to other nonmonetary sanctions. In Chapter 2, I study economic returns to infrastructure using historic data from the city of Chicago in 1830-1930. The city experienced rapid growth during this time making access to clean water and sewage a pressing issue. Using panel data with fixed effects and an instrumental variables approach, I estimate the causal effect of infrastructure access (water and sewage) on land values. I construct an instrument for access to infrastructure by taking advantage of a rule by which a suburb could join Chicago. One of the main motivations for joining Chicago was the provision of water and sewage. Using both panel data with fixed effects and 2SLS, I find that a that access to water positively affects land values; while access to sewage does not have a significant effect. The estimated coefficients are not statistically different between both approaches. Results suggest that access to clean water is a valuable amenity for both individuals and firms.This dissertation consists of two chapters. Both chapters use unique data to answer questions in public economics. In Chapter 1, I study optimal law enforcement in presence of corruption using unique data on bribes given to traffic police in Russia. Corruption in law enforcement is thought to decrease the expected punishment for a violation of law and hence decreases deterrence of crimes. I examine whether it is possible to offset the effect of corruption and restore deterrence by increasing the magnitude of sanctions. Whether an increase in punishment will restore deterrence depends on how sensitive the bribes are to changes in sanctions. I estimate sensitivity of bribes to changes in different type of sanctions: monetary and nonmonetary, using difference-in-differences method. I find that bribes are more sensitive to changes in nonmonetary rather than monetary sanctions. In presence of corruption the socially costly monetary sanction is transformed into a bribe a socially costless monetary transfer. This further increases the attractiveness of nonmonetary sanctions in presence of corruption. I also discuss red tape as a nonmonetary sanction and its potential benefits in comparison to other nonmonetary sanctions. In Chapter 2, I study economic returns to infrastructure using historic data from the city of Chicago in 1830-1930. The city experienced rapid growth during this time making access to clean water and sewage a pressing issue. Using panel data with fixed effects and an instrumental variables approach, I estimate the causal effect of infrastructure access (water and sewage) on land values. I construct an instrument for access to infrastructure by taking advantage of a rule by which a suburb could join Chicago. One of the main motivations for joining Chicago was the provision of water and sewage. Using both panel data with fixed effects and 2SLS, I find that a that access to water positively affects land values; while access to sewage does not have a significant effect. The estimated coefficients are not statistically different between both approaches. Results suggest that access to clean water is a valuable amenity for both individuals and firms.LUISS PhD Thesi

Meaning construction and the socialisation of economic ideas: an autobiographical approach

This dissertation explores how to conceptualise the production, reproduction and transmission of economic ideas. I highlight that a first step in such an exploration needs to consist in the recognition that theory and ideas not only describe reality but also help to constitute it. Language inherently frames our understanding in particular ways. We learn language, as well as other practices, by being socialised into particular communities. As a result, there is an inherent connection between our ideas and our identity. The task for this dissertation is to showcase different ways of understanding how we become socialised into particular economic ideas and what some of the consequences of this might be for how we think about economic theory in general. I examine two particular sites of knowledge production and two particular concepts. The two chosen sites are undergraduate economics textbooks and contemporary novels. I highlight that both partake in the production and transmission of economic ideas but that the strategies they employ to do so are markedly different. Economics teaching could benefit from using a greater variety of materials and I suggest that works of fiction are a very useful resource in this regard. The two concepts I examine are the concept of the market and the concept of violence. I argue that the concept of the market is not merely used to describe a place of exchange but that it is also used to express subjective and social notions. Last, I argue that much can be gained from following Johan Galtung’s approach to violence. His conceptualisation of violence allows one to understand the price of socialisation. Socialisation processes are inherently burdensome for individuals and the concept of violence can help one to appreciate the burden which particular conceptions of human agency have for those who are asked to internalise these.This dissertation explores how to conceptualise the production, reproduction and transmission of economic ideas. I highlight that a first step in such an exploration needs to consist in the recognition that theory and ideas not only describe reality but also help to constitute it. Language inherently frames our understanding in particular ways. We learn language, as well as other practices, by being socialised into particular communities. As a result, there is an inherent connection between our ideas and our identity. The task for this dissertation is to showcase different ways of understanding how we become socialised into particular economic ideas and what some of the consequences of this might be for how we think about economic theory in general. I examine two particular sites of knowledge production and two particular concepts. The two chosen sites are undergraduate economics textbooks and contemporary novels. I highlight that both partake in the production and transmission of economic ideas but that the strategies they employ to do so are markedly different. Economics teaching could benefit from using a greater variety of materials and I suggest that works of fiction are a very useful resource in this regard. The two concepts I examine are the concept of the market and the concept of violence. I argue that the concept of the market is not merely used to describe a place of exchange but that it is also used to express subjective and social notions. Last, I argue that much can be gained from following Johan Galtung’s approach to violence. His conceptualisation of violence allows one to understand the price of socialisation. Socialisation processes are inherently burdensome for individuals and the concept of violence can help one to appreciate the burden which particular conceptions of human agency have for those who are asked to internalise these.LUISS PhD Thesi

Gli hedge funds azionisti di società quotate

The thesis «Gli hedge funds azionisti di società quotate» discusses the role of activist hedge funds (“activists”). These are funds, the legal nature of which is rather complex, that acquire minority interests in listed companies (“targets”) and try to exert an influence over the target’s insiders through requests for governance, financial and strategic changes in the policies of the target so as to gain a profit therefrom. To be sure, hedge funds’ activism matters from an economic and financial standpoint. The most recent available estimates indicates that activist hedge funds, although they represent no more than 4% of the aggregate number of hedge funds worldwide, have assets under management (“a.u.m.”) approximately equal to $100 billion. In the cover story of its issue of February 7, 2015, The Economist depicted activist hedge funds as «Capitalism’s unlikely heroes», arguing «Why activist investors are good for the public company». In the last decade the number of activists’ interventions increased at a remarkable pace, often triggering long and contentious campaigns, in the United States as well as in Italy (although proportionally to the size of their capital markets). Similarly, hedge funds’ activism matters from a legal standpoint. Activism triggers a number of complex legal issues across multiple fields of the law, including financial regulation, corporate and securities laws. The relatively recent emergence of hedge funds’ activism, coupled with a lack of legal precedents and studies, renders the analysis even more troublesome. The thesis tackles the matter along a research path structured in three phases, each of which approximately represents a separate goal of the research (and a chapter of the thesis). The first goal of the research, discussed in the first chapter, deals with the legal qualification and nature of hedge funds. The complex legal features of hedge funds, the intricacies associated with their underlying economics and the lack of a single, readily available legal regime applicable to them suggest to carry out a preliminary analysis on hedge funds. This analysis should clarify what a hedge fund is (and, within the hedge funds’ family, what an activist hedge fund is); what an activist hedge fund does, and how it exerts influence over the target’s insiders; and what the economic consequences, and side-effects, of hedge funds’ activism are. This should also allow to identify and describe the legal regime applicable to hedge funds. The second goal of the research, discussed in the second chapter, deals with the possible correlation between the degree of activism of hedge funds and the regulatory regime applicable to them in an environment, such as Italy, where the ownership of listed companies is largely concentrated.5 In this context I will first identify and discuss the regulatory factors that, potentially, are capable of sustaining the emergence of activists. I will then assess whether, and to which extent, the reforms of Italian corporate law adopted in the 2004-2014 period had an impact (and, if so, of what sort) on hedge funds’ activism. Hardly is this the first time that a legal scholar attempts to assess the impact of such reforms. It is however the first time, at least to my knowledge, that a similar task is performed in the context and through the methodology I decided to follow. Notably, I will assess the impact of these reforms: (i) in relation to the possible, either supportive or depressing, effects they had on the emergence of hedge funds’ activism in Italy; and (ii) based on data, and not only on qualitative legal analysis, that I partly hand-collected and largely obtained courtesy of the authors, to whom I am deeply grateful, of a number of empirical studies on the Italian securities market supported by Georgeson/LUISS Ceradi/Fondazione Bruno Visentini. The third goal of the research is to touch upon the legal consequences of hedge funds’ activism on the target companies they select. On the one hand, I will discuss whether hedge funds’ activism needs to be halted (assuming this is legally doable) or otherwise curbed by newly-approved statutes. On the other hand, I will delve into Italian corporate law to understand whether targets may use any existing corporate tools or devices to fend off activists. The aim of this analysis is, ultimately, to understand whether hedge funds activism might prove to be harmful or beneficial for the corporate governance of companies with a highly concentrated ownership structure.The thesis «Gli hedge funds azionisti di società quotate» discusses the role of activist hedge funds (“activists”). These are funds, the legal nature of which is rather complex, that acquire minority interests in listed companies (“targets”) and try to exert an influence over the target’s insiders through requests for governance, financial and strategic changes in the policies of the target so as to gain a profit therefrom. To be sure, hedge funds’ activism matters from an economic and financial standpoint. The most recent available estimates indicates that activist hedge funds, although they represent no more than 4$ 100 billion. In the cover story of its issue of February 7, 2015, The Economist depicted activist hedge funds as «Capitalism’s unlikely heroes», arguing «Why activist investors are good for the public company». In the last decade the number of activists’ interventions increased at a remarkable pace, often triggering long and contentious campaigns, in the United States as well as in Italy (although proportionally to the size of their capital markets). Similarly, hedge funds’ activism matters from a legal standpoint. Activism triggers a number of complex legal issues across multiple fields of the law, including financial regulation, corporate and securities laws. The relatively recent emergence of hedge funds’ activism, coupled with a lack of legal precedents and studies, renders the analysis even more troublesome. The thesis tackles the matter along a research path structured in three phases, each of which approximately represents a separate goal of the research (and a chapter of the thesis). The first goal of the research, discussed in the first chapter, deals with the legal qualification and nature of hedge funds. The complex legal features of hedge funds, the intricacies associated with their underlying economics and the lack of a single, readily available legal regime applicable to them suggest to carry out a preliminary analysis on hedge funds. This analysis should clarify what a hedge fund is (and, within the hedge funds’ family, what an activist hedge fund is); what an activist hedge fund does, and how it exerts influence over the target’s insiders; and what the economic consequences, and side-effects, of hedge funds’ activism are. This should also allow to identify and describe the legal regime applicable to hedge funds. The second goal of the research, discussed in the second chapter, deals with the possible correlation between the degree of activism of hedge funds and the regulatory regime applicable to them in an environment, such as Italy, where the ownership of listed companies is largely concentrated.5 In this context I will first identify and discuss the regulatory factors that, potentially, are capable of sustaining the emergence of activists. I will then assess whether, and to which extent, the reforms of Italian corporate law adopted in the 2004-2014 period had an impact (and, if so, of what sort) on hedge funds’ activism. Hardly is this the first time that a legal scholar attempts to assess the impact of such reforms. It is however the first time, at least to my knowledge, that a similar task is performed in the context and through the methodology I decided to follow. Notably, I will assess the impact of these reforms: (i) in relation to the possible, either supportive or depressing, effects they had on the emergence of hedge funds’ activism in Italy; and (ii) based on data, and not only on qualitative legal analysis, that I partly hand-collected and largely obtained courtesy of the authors, to whom I am deeply grateful, of a number of empirical studies on the Italian securities market supported by Georgeson/LUISS Ceradi/Fondazione Bruno Visentini. The third goal of the research is to touch upon the legal consequences of hedge funds’ activism on the target companies they select. On the one hand, I will discuss whether hedge funds’ activism needs to be halted (assuming this is legally doable) or otherwise curbed by newly-approved statutes. On the other hand, I will delve into Italian corporate law to understand whether targets may use any existing corporate tools or devices to fend off activists. The aim of this analysis is, ultimately, to understand whether hedge funds activism might prove to be harmful or beneficial for the corporate governance of companies with a highly concentrated ownership structure.LUISS PhD Thesi

European Muslims and liberal citizenship: reconciliation through public reason: the case of Tariq Ramadan’s citizenship theory

What is politically at stake when citizens of Muslim faith are publicly presented as permanent aliens in contemporary European societies? On what grounds is such exclusion or ‘externalisation’ based? What requirements can European citizens be reasonably expected to meet? This research analyses the subject of Muslims’ citizenship in contemporary European societies from the perspective of normative political theory, and more precisely from the viewpoint of John Rawls’s political liberalism, in particular in light of the idea of public reason. Whilst recent contributions in political philosophy analysing the question of citizenship of Muslims in liberal democracies from a Rawlsian standpoint have mainly focussed on the notion of an overlapping consensus, the implications of the concept of public reason on that same issue are largely unexplored. This study tries to fill such a gap in the literature. In chapter one, I begin by framing what I call the “background problem” of the research, namely, the claim that “Islam in Europe makes problem” and its different dimensions. I then reframe the question under scrutiny by presenting in greater theoretical detail the problem investigated and the main research question: Which ideal conception of citizenship should provide the common normative perspective in contemporary Western European societies, which are characterised by both demands of inclusion of Muslims and the need for solving a problem of mutual assurance concerning citizens’ commitment to shared terms of social cooperation, so that those societies can be stable for the right reasons? My central thesis is that the idea of public reason provides a common discursive platform which establishes the ground for both a public political identity for citizens and shared standards for social and political criticism. I also argue that political liberalism specifies a peculiar evaluative framework that allows citizens to answer the above-mentioned questions in a distinctively political way. In the first part, I thus develop my “justificatory evaluative” methodological approach based on public reason (chapter two). In the second part (chapters three and four), I reconstruct the idea of public reason and specify the fundamental requirements of the justificatory evaluative approach. In the third part, I firstly attempt to demonstrate that, with reference to the problem at hand, public reason citizenship is normatively more appealing than two alternative ideal conceptions of citizenship, namely ‘critical republicanism’ and liberal multiculturalism (chapter five); secondly, I apply the evaluative framework to the conception of citizenship elaborated by one of the most renowned Muslim intellectuals in Europe: Tariq Ramadan. The purpose of such evaluation is twofold. Firstly, it aims at examining whether and how the idea of public reason accounts for a version of European citizenship for Muslims coming from Muslims themselves. Secondly, it aims at disclosing whether what such a Muslim conception of citizenship in Europe says about the two dimensions of ‘stability for the right reasons’ of the system of social cooperation (namely, inclusion and mutual assurance) is consistent with the provisions of public reason citizenship.What is politically at stake when citizens of Muslim faith are publicly presented as permanent aliens in contemporary European societies? On what grounds is such exclusion or ‘externalisation’ based? What requirements can European citizens be reasonably expected to meet? This research analyses the subject of Muslims’ citizenship in contemporary European societies from the perspective of normative political theory, and more precisely from the viewpoint of John Rawls’s political liberalism, in particular in light of the idea of public reason. Whilst recent contributions in political philosophy analysing the question of citizenship of Muslims in liberal democracies from a Rawlsian standpoint have mainly focussed on the notion of an overlapping consensus, the implications of the concept of public reason on that same issue are largely unexplored. This study tries to fill such a gap in the literature. In chapter one, I begin by framing what I call the “background problem” of the research, namely, the claim that “Islam in Europe makes problem” and its different dimensions. I then reframe the question under scrutiny by presenting in greater theoretical detail the problem investigated and the main research question: Which ideal conception of citizenship should provide the common normative perspective in contemporary Western European societies, which are characterised by both demands of inclusion of Muslims and the need for solving a problem of mutual assurance concerning citizens’ commitment to shared terms of social cooperation, so that those societies can be stable for the right reasons? My central thesis is that the idea of public reason provides a common discursive platform which establishes the ground for both a public political identity for citizens and shared standards for social and political criticism. I also argue that political liberalism specifies a peculiar evaluative framework that allows citizens to answer the above-mentioned questions in a distinctively political way. In the first part, I thus develop my “justificatory evaluative” methodological approach based on public reason (chapter two). In the second part (chapters three and four), I reconstruct the idea of public reason and specify the fundamental requirements of the justificatory evaluative approach. In the third part, I firstly attempt to demonstrate that, with reference to the problem at hand, public reason citizenship is normatively more appealing than two alternative ideal conceptions of citizenship, namely ‘critical republicanism’ and liberal multiculturalism (chapter five); secondly, I apply the evaluative framework to the conception of citizenship elaborated by one of the most renowned Muslim intellectuals in Europe: Tariq Ramadan. The purpose of such evaluation is twofold. Firstly, it aims at examining whether and how the idea of public reason accounts for a version of European citizenship for Muslims coming from Muslims themselves. Secondly, it aims at disclosing whether what such a Muslim conception of citizenship in Europe says about the two dimensions of ‘stability for the right reasons’ of the system of social cooperation (namely, inclusion and mutual assurance) is consistent with the provisions of public reason citizenship.LUISS PhD Thesi

La remunerazione degli amministratori esecutivi nella dialettica tra organi sociali: il say on pay

In an effort to promote better shareholder engagement in corporate governance, and in particular, to foster shareholder activism with regard to issue of executive compensation, some countries have adopted a Say-on-Pay mechanism. Italy is one of the most recent case for new rules on executive compensation aimed at improving transparency and shareholder activism has been passed in December 2010. Under the new regulatory framework, each company shall produce a director’s remuneration report laid out in two sections: i) a forward-looking “policy report”, that outlines the planned remuneration policy and ii) a back-looking “implementation report” that sets out information as to how the remuneration was implemented in the previous financial year. Shareholders are requested of casting a merely advisory vote only on the first document (the remuneration policy). This research attempts to assess this regime Say-on-Pay in the light of the traditional balance of power between the shareholder body and the board of directors; and to ascertain whether the Say on Pay rule provided for by art. 123-ter T.U.F. is appropriate in a concentrated ownership context – such as the Italian one. Besides the introduction, this research consists of four chapters. Chapter I summarizes the currently dominant analytical model of executive compensation in dispersed ownership systems – starting with the UK, which has been the first country to enact a Say-on-Pay regulation and, thus, is to be seen as the jurisdiction from where the say-on-pay movement, at least as a regulatory matter, has sparked. According to the traditional view, executive compensation can be regarded, on the one side, as a remedy to the agency costs generated by the misalignment of management and shareholder interests in the dispersed ownership company, on the other side, as an agency cost in itself in that it provides a potentially powerful and opaque device for self-dealing by conflicted managers. Chapter II discusses how Say on Pay can contribute to alleviate the problem of managerial opportunism and to assure a genuine arm’s length bargaining, i.e. bargaining between executives (attempting to get the best deal for themselves) and boards (seeking – expectedly – to get the best deal for those shareholders whom they serve). A study of Say on Pay lends itself to a comparative analysis because several countries have already adopted reforms. It is useful, then, to note that each country has adopted a unique version of shareholder voting on compensation: for instance, shareholder votes could be binding instead of advisory, include several factors instead of being merely up-or-down, be on future policy rather than past practices, or be firmoptional instead of mandatory. Chapter III focuses on Italian Say on Pay regulation. First, it is reviewed the regulatory framework in the matter of executive compensation, i.e. the rules provided for by the Italian Civil Code, by the Consolidated Law on Finance, and che Corporate Governance Code. The remaining part of the chapter concentrates on the substance of the new provision, enlightening the features that distinguish the Italian Say on Pay rule from the ones adopted by other countries. Chapter IV purports to assess the ineffectiveness of the current Say on Pay Rule in the light of the level of ownership concentration typical of Italian public companies. In particular, this chapter questions conventional beliefs on executive pay showing that in controlling shareholder companies the problems arising from executive remuneration are much more different from the ones arising from dispersed ownership companies. In controlling shareholder companies, indeed, executive compensation may operate as a rentextraction mechanism in the hands of the controlling shareholder. Thus, the choice made by the Italian regulator to give to all the shareholders (including the controlling ones) a Say on Pay is questionable; rather, it is proposed a different model, based on the recent Israeli legislation, with a merely advisory majority of the minority vote.In an effort to promote better shareholder engagement in corporate governance, and in particular, to foster shareholder activism with regard to issue of executive compensation, some countries have adopted a Say-on-Pay mechanism. Italy is one of the most recent case for new rules on executive compensation aimed at improving transparency and shareholder activism has been passed in December 2010. Under the new regulatory framework, each company shall produce a director’s remuneration report laid out in two sections: i) a forward-looking “policy report”, that outlines the planned remuneration policy and ii) a back-looking “implementation report” that sets out information as to how the remuneration was implemented in the previous financial year. Shareholders are requested of casting a merely advisory vote only on the first document (the remuneration policy). This research attempts to assess this regime Say-on-Pay in the light of the traditional balance of power between the shareholder body and the board of directors; and to ascertain whether the Say on Pay rule provided for by art. 123-ter T.U.F. is appropriate in a concentrated ownership context – such as the Italian one. Besides the introduction, this research consists of four chapters. Chapter I summarizes the currently dominant analytical model of executive compensation in dispersed ownership systems – starting with the UK, which has been the first country to enact a Say-on-Pay regulation and, thus, is to be seen as the jurisdiction from where the say-on-pay movement, at least as a regulatory matter, has sparked. According to the traditional view, executive compensation can be regarded, on the one side, as a remedy to the agency costs generated by the misalignment of management and shareholder interests in the dispersed ownership company, on the other side, as an agency cost in itself in that it provides a potentially powerful and opaque device for self-dealing by conflicted managers. Chapter II discusses how Say on Pay can contribute to alleviate the problem of managerial opportunism and to assure a genuine arm’s length bargaining, i.e. bargaining between executives (attempting to get the best deal for themselves) and boards (seeking – expectedly – to get the best deal for those shareholders whom they serve). A study of Say on Pay lends itself to a comparative analysis because several countries have already adopted reforms. It is useful, then, to note that each country has adopted a unique version of shareholder voting on compensation: for instance, shareholder votes could be binding instead of advisory, include several factors instead of being merely up-or-down, be on future policy rather than past practices, or be firmoptional instead of mandatory. Chapter III focuses on Italian Say on Pay regulation. First, it is reviewed the regulatory framework in the matter of executive compensation, i.e. the rules provided for by the Italian Civil Code, by the Consolidated Law on Finance, and che Corporate Governance Code. The remaining part of the chapter concentrates on the substance of the new provision, enlightening the features that distinguish the Italian Say on Pay rule from the ones adopted by other countries. Chapter IV purports to assess the ineffectiveness of the current Say on Pay Rule in the light of the level of ownership concentration typical of Italian public companies. In particular, this chapter questions conventional beliefs on executive pay showing that in controlling shareholder companies the problems arising from executive remuneration are much more different from the ones arising from dispersed ownership companies. In controlling shareholder companies, indeed, executive compensation may operate as a rentextraction mechanism in the hands of the controlling shareholder. Thus, the choice made by the Italian regulator to give to all the shareholders (including the controlling ones) a Say on Pay is questionable; rather, it is proposed a different model, based on the recent Israeli legislation, with a merely advisory majority of the minority vote.LUISS PhD Thesi

Arbitrato e diritto della concorrenza

L’arbitrabilità delle controversie in materia di concorrenza. Il ruolo degli arbitri: individuazione ed applicazione del diritto della concorrenza rilevante. Il ruolo del giudice nazionale in sede di controllo successivo del lodo. Il rapporto tra l’arbitrato in materia di concorrenza e le Autorità pubbliche di garanzia. il rinvio pregiudiziale alla Corte di giustizia dell’Unione europea. L’arbitrato in materia di impegni assunti in sede di controllo delle concentrazioni da parte della Commissione UE.L’arbitrabilità delle controversie in materia di concorrenza. Il ruolo degli arbitri: individuazione ed applicazione del diritto della concorrenza rilevante. Il ruolo del giudice nazionale in sede di controllo successivo del lodo. Il rapporto tra l’arbitrato in materia di concorrenza e le Autorità pubbliche di garanzia. il rinvio pregiudiziale alla Corte di giustizia dell’Unione europea. L’arbitrato in materia di impegni assunti in sede di controllo delle concentrazioni da parte della Commissione UE.LUISS PhD Thesi