Resumo:
It is normal to raise some doubts regarding the fact that competition between legal orders —not only corporate law rules but also equity market rules — has a strong impact on the economy, in view of the fact that listing and investment choices are made in the prospect of globalisation.The creation of a standardised legal framework, at least in relation to baseline issues, can perhaps permit competition to be concentrated on that which should, definitively, greatly concern investors, or rather economic and financial fundamentals for companies. Alternatively, if one prefers a market for rules, in the hope that this will trigger a race to the top, there must be full awareness of the fact— based on experience accrued to date — that this results in the interests of equity investors and debt capital investors with high risk propensity being preferred over those of investors adverse to risk. This awareness should induce any legislator that intends to encourage competitiveness between legal regulations and domestic equity markets, to achieve reasonable balance between the sacrifice of interests penalised and to avoid this sacrifice when (as in the case of d. lgs. 38/2005 regarding international accounting standards) it is not actually justified by the aims pursued.The legislative choice to clearly establish that composition is a private law matter, providing that votes by creditors represent the very centre of the institution with the aim of encouraging those formulating the proposal to select efficient plans that are capable of producing value, must be accompanied by provisions suitable for guaranteeing minimum necessary conditions so that the creditors can exercise their independent choice, which is represented by the expression of their vote.