By Giuseppe Fonte

ROME, March 25 (Reuters) - Italy plans to revise rules on enhanced voting rights to prevent leading shareholders from forcing the hand of minority investors in takeover bids aimed at de-listing companies, a draft decree seen by Reuters showed on Wednesday.

Prime Minister Giorgia Meloni's government strengthened in 2024 a mechanism designed to boost voting power of key investors by up to ten‑fold, to encourage owners to list their businesses in Milan without having to worry about losing control to other shareholders.

Investors have however complained about an improper use of the new rules, which in some cases have been employed to take a company private, contrary to the government's plans.

Rome will now provide for enhanced voting rights to be frozen at shareholder meetings called to vote on merger deals intended to delist a company or on plans to move its registered office abroad, the draft showed.

Regardless of their misuse, the new rules on enhanced voting rights have angered asset managers including large foreign funds, which favour a "one share, one vote" rule that prevents a concentration of power in the hands of a few. Italy is a country where many businesses still have influential family or founding shareholders.

The Italian market capitalisation stood at 48% of gross domestic product $(GDP)$ in 2025, according to data from market watchdog Consob, among the lowest in advanced economies.

Activist investor Amber Capital has argued the voting rules were being exploited to the detriment of smaller shareholders in the takeover of Milan-listed Antares Vision ANV.MI by U.S. technology group Crane NXT.

RULES RELAXED ON FINANCIAL COMPANY DIRECTORS

The decree also lifts a ban preventing two or more banking or insurance companies competing with each other from sharing members of their respective boards of directors, the so-called interlocking directorates.

Introduced in Italy by former Prime Minister Mario Monti at the height of the financial crisis in late 2011, the ban on interlocking directorates was intended to safeguard the quality and independence of board decisions in the financial sector.

Meloni decided to uphold a request championed by Italy's banking lobby ABI.

The government justified the choice by arguing that rules on 'fit and proper' assessment for managers would achieve effects similar to those of the scrapped ban, through limits on the number of concurrent roles, time commitment requirements, and criteria relating to independence of judgement.

(Reporting by Giuseppe FonteEditing by Keith Weir)

((giuseppe.fonte@thomsonreuters.com; +390680307711;))