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The Italian two tiers model. Evidence and comparison with some other countries

Patrizia Riva, Roberta Provasi
Corporate Ownership & Control ISSN: 1727-9232
JR-SIE (Versione 2.0 - 18/09/2013) : E Journal Rating AIDEA 2015 (Bozza) : B - 2015-01

New dynamics and globalized economy has led to the need to modify the Corporate Governance systems. Many countries have not identified a unique model for the company management but they allow free choice between continuing to use the traditional models adopted by the country itself or implementing different models sometimes considered more suitable with the aims and operational management of the companies. The new Corporate Governance model introduced in the most global jurisdictions is the two-tiers model (or dual model) considered the most suitable to achieve a better separation between ownership and control and to ensure a better transparency. The introduction of the two-tier system of Corporate Governance is not without uncertainty; it has affected all countries except the Anglo-Saxon ones. The purpose of this research is to investigate the features of the dualistic governance model in some countries different for their culture and legislative system. In particular the research aims to point out the characteristics of the dual model introduced for the first time in the Italian Legal System by Law No. 6/2003 and to perform a comparative analysis with the most consolidated two-tiers model implemented in Germany (which is considered the benchmark), in some other European countries (France and the Nordic countries) and with the experiences of Asian countries and in particular of Japan. From the comparative analysis we try to understand whether differences in purposes and ways of implementation can be pointed out.