The financial (and business) crisis has triggered a deep
revision of many principles of law. That has recently happened
in Italy where Law Decree 185/2008 (the so-called anti-crisis
decree), converted into Law 2/2009, has deeply reformed two
pillars of Italian legislation on hostile takeovers of listed
companies: the passivity rule and the break-through
Under the passivity rule, following the launch of a takeover
offer, the target listed company could not take actions or pass
resolutions to block the offer (defensive measures), except
with the prior approval of the general meeting of shareholders.
That meeting could only grant approval with the backing of at
least 30% of the voting capital. Capital increases, conversion
of bonds or other securities into equity, sale of going
concerns, mergers or de-mergers, increase of the target's debt,
granting of special rights to the directors in case of their
removal: all fell within the...