Premium Essay

The Italian Model of Corporate Governance

In:

Submitted By vezmuse
Words 1666
Pages 7
Parmalat, Italy's giant dairy foods producer, was founded in 1961 by Calisto Tanzi, a 22 year-old college dropout and Italian food industry heir
. The company was named for Parma (“the food valley” in Italian) and lat (an abbreviation of la tte, Italian for milk). Parmalat's major innovation allowed it to produce the first shelf-stable milk through an Ultra Heat Treatment (UHT) process developed in Sweden, enabling proc essors to produce milk that c ould be stored for long periods without refrigeration. The product was a hit, benef iting from its associations with and advertising through sports, including Formula One Racing an d Alpine Ski Championships. Parmalat was a
European pioneer in brand advertising. Sale s rapidly expanded throughout Europe, Latin
America and, in total, in over 30 countries. The firm rapidly grew into a family empire, the largest food company in Italy, the fourth la rgest food company in Europe, with over 36,000 employees in 139 plants and branching into a variety of industries including beverages, television, tourism, cookies and f ootball. In 1997, Parmalat initiat ed an aggressive campaign to acquire other firms, particularly in the Americas
. One of its large purchases in 1997 was Beatrice
Foods, a large U.S. producer. Many of these acqui sitions were huge money losers. Most of the acquisitions were financed with debt and the firm's debt ratings gradually deteriorated.
4
Nonetheless, Parmalat appeared to be a good ci tizen to many Italians, donating to Catholic causes and rebuilding a cathedral in
Parma. By 2002, the firm had grown to realize €13 billion in sales. On the surface, all seemed at least reasonably well with Parmalat thr ough 2002. In addition to many individual shareholders, Parmalat had a number of well-regarded institutional investors and creditors, a

Similar Documents

Premium Essay

Parmalat Scandal

...Corporate Ownership & Control / Volume 2, Issue 2, Winter 2005 РАЗДЕЛ 3 УГОЛОК ПРАКТИКА SECTION 3 PRACTITIONER'S CORNER INVESTORS TRUST AFTER PARMALAT SCANDAL: THE ROLE OF CORPORATE GOVERNANCE Giovanni D’Orio Giovanni D’Orio, Department of Economics and Statistics, University of Calabria – Rende (CS) Italy. Contact: gio.dorio@unical.it 1.1. Introduction The collapse of the Parmalat food empire reveals a troubling aspect about Italian capitalism - the lack of effective financial control over its family-owned companies. But was Parmalat scandal a pure problem of corporate governance or was it simply a “fraud”? Bearle and Means (1932 pg. 6) famously explained: “The separation of ownership from control produces a condition where the interests of owner and of ultimate manager may, and often do, diverge ....”. Is this the case? Were the people who invested in bonds and shares of Parmalat savers, investors or what? Which was the role played in the story by Auditors, CONSOB and Bank of Italy? This paper analyse the current situation of the Italian corporate governance and saving system in a critical view trying to find an explanation to the previous questions. 1.2. Corporate Governance and the legislative decree 19/01/03nr. 6: the alternatives The Italian system of corporate governance does not fit in either of the categories of the well-known distinction between bank-based and stock exchange 102 based systems. Instead, it can be ranked among the ...

Words: 4378 - Pages: 18

Premium Essay

Sience

...Economica (2015) 82, 1177–1216 doi:10.1111/ecca.12156 Family Firms, Corporate Governance and Export By RAOUL MINETTI†, PIERLUIGI MURRO‡ and SUSAN CHUN ZHU† †Michigan State University ‡Lumsa University Final version received 20 June 2015. This paper investigates the effects of family ownership on export using rich data on Italian firms. We find that family ownership increases the probability that firms export. This benefit is especially pronounced when family owners retain control rights and seek the support of external managers. The results suggest that families better internalize the long-run benefits of internationalization, but that their limited competencies attenuate this benefit in high-tech industries and in remote and unfamiliar export markets. Family firms also exhibit some tendency to enter foreign markets in a progressive way (sequential exporting) and through limited collaborations with foreign firms and intermediaries. INTRODUCTION In a global economy, export markets are an important venue for firms to grow. For this reason, scholars and policymakers intensely debate the determinants of firms’ international expansion. There is a growing consensus that firms’ corporate governance influences their ability to export. In recent editorials on the costs and benefits of family firms, The Economist (2012, 2013) mentions the successful experience of German and Northern European family firms in international markets, arguing that these firms have led the export...

Words: 22067 - Pages: 89

Free Essay

Financial Scandals and the Role of Private Enforcement: the Parmalat Case

...40/2005 May 2005 Guido Ferrarini University of Genoa, Centre for Law and Finance and ECGI Paolo Giudici Free University of Bozen and Centre for Law and Finance © Guido Ferrarini and Paolo Giudici 2005. All rights reserved. Short sections of text, not to exceed two paragraphs, may be quoted without explicit permission provided that full credit, including © notice, is given to the source. This paper can be downloaded without charge from: http://ssrn.com/abstract=730403 www.ecgi.org/wp ECGI Working Paper Series in Law Financial Scandals and the Role of Private Enforcement: The Parmalat Case Working Paper N° 40/2005 May 2005 Guido Ferrarini Paolo Giudici This Working Paper is based upon a draft prepared for the EU Corporate Law Making Conference (Cambridge, October 29-30, 2004) organized by Harvard Law School and the Swiss Federal Institute of Technology (ETH Zurich). The authors are grateful to Gerard Hertig, Mark Roe, Donald Langevoort, and other conference participants for helpful comments. Drafts of this paper were also presented at the Yale Law School Alumni Meeting on October 8-10, 2004; at a meeting of the Associazione Via Isonzo held in Milan on October 10, 2004; and at a seminar at the Institute of Law and Finance (ILF), University of Frankfurt, on January 18, 2005. The authors are grateful to Theodore Baums, Andreas Cahn, Carmine Di Noia, Jon Macey, Katharina Pistor and other seminar participants for helpful suggestions. Special thanks to Bruno Cova...

Words: 25640 - Pages: 103

Premium Essay

Acc 511 Corpporate Governance & Accountability

...Table of content 1. Question 1 1. Introduce to Corporate Governance 2. Governance makes a Difference 3. Failures of Corporate Governance 4. Failures in Major companies 5. Reform of Corporate Governance 6. Conclusions 2. Question 2 1. Introduce to Cadbury Report 2. Conclusions 3.0 References Question 1 Based on the above it has been stated that “the problem is not a failure to comply with rules but a failure in governance practice”. Do you agree and why? (10 Marks) Introduce to Corporate Governance Corporate governance looks at issues pertaining to transparency, integrity, effectiveness and accountability in the management of the affairs, and all other activities of an organization. Management is concerned with the company’s operations, functions and financial performance; hence, corporate governance aims to involve the quality assurance of the operation of the board itself. The concern is for the welfare, good performance, corporate ethics and morality, as well as social and public responsibility for the good corporate citizenship. Corporate governance also involves in system to ensure that the organization’s obligations to its major stakeholders. The relationship among the many stakeholders and the way of corporation is directed and governed is therefore created. Stakeholders might include customers, employees, creditors, suppliers and distributors, the...

Words: 1852 - Pages: 8

Premium Essay

Corporate Governance

...languages. The companies’ have subsidiaries in Europe, Middle East, India, Africa and Asia Pacific region. Using the companies’ annual report of the recent year ending 2014 and 2015 a corporate governance analysis can be made. Does the geographical location of this company impact on their corporate governance structure? The geographical location is important and has an impact of their corporate governance approach since where the headquarters is situated and proximity to the management board influence the decision making of the companies’ by laws, countries have to adopt a system or more than one system of governance as seen in France. Hugo Boss and Burberry are companies’ whose approach of corporate governance are stakeholder and shareholder oriented respectively. Letza et al 2004, compares shareholders and stakeholders approach as the two distinct model adopted over the years by advanced industrial nations and governments. The world is now a global village, funds can be gotten internationally, so the need to boost income, growth, profitability and longevity is sought after. In order to build cross border investment and growth, the demand for transparency and accountability has to be realized so the need of governance code is subject to be created and the model applied impacts on their way of governance structure....

Words: 2594 - Pages: 11

Premium Essay

Deconstructing Independent Directors

...companies with concentrated ownership structures and conclude that the current focus of the regulators and codes of best practice on empowering independents is ineffective and companies would be better off choosing their board members at liberty. Nevertheless, we also present two different proposals for reform: independents as gatekeepers for the regulator and independents as surrogates of the minority. Both proposals are based on the idea that if independent directors are expected to monitor controlling shareholders their most important characteristic should be accountability rather than mere independence. JEL Classifications: G32; G34; K22 Keywords: Independent directors, Board of directors, Concentrated ownership, Monitoring, Corporate Law (*)The authors wish to thank, Jesus Alfaro, Magda Bianco, Fernando Gómez Pomar and Assaf Hamdani and seminar audiences at AEDE 2010 and SIDE 2011 for many useful comments. The contents of this paper are the sole responsibility of the authors. María Gutiérrez acknowledges the financial support provided by the Ministerio de Ciencia y Tecnología grants 2010/00047/001 and 2011/00093/00. Maribel Sáez acknowledges the financial support provided by the Ministerio de Ciencia y Tecnología grant DER 2011-25237. 1 SIR DESMOND:-Incidentally, to change the subject completely, Humphrey, the position on your board hasn’t...

Words: 17280 - Pages: 70

Premium Essay

Journal of Finance

...S.Afr.J.Bus.Manage.2011,42(3) 17 Agency costs, corporate governance mechanisms and performance of public listed family firms in Malaysia H. Ibrahim* School of Management, Universiti Sains Malaysia, 11800 USM, Penang, Malaysia haslindar@usm.my F.A. Samad Faculty of Business and Accountancy, University of Malaya, 50603 Kuala Lumpur, Malaysia mfazilah@um.edu.my Received June 2009 We compare corporate governance and performance between family and non-family ownership of public listed companies in Malaysia from 1999 through 2005 measured by Tobin’s Q and ROA. We also examine the governance mechanisms as a tool in monitoring agency costs based on asset utilization ratio and expense ratio as proxy for agency costs. We find that on average firm value is lower in family firms than non-family firms, while board size, independent director and duality have a significant impact on firm performance in family firms as compared to non family firms. We also find that these governance mechanisms have significant impact on agency costs for both family and non family firms. *To whom all correspondence should be addressed. Introduction The family-controlled firm or family ownership is the most common form of business organization in the world. A various stream of literature explains that family ownership is central in most countries. La Porta, Lopez-De-Silanes, and Shleifer (1999) studied the 20 largest publicly traded companies in the richest 27 countries worldwide and found most companies are...

Words: 6522 - Pages: 27

Premium Essay

Corporate Governance

...Diffused Debt | 10 | a. Director | 11 | b. De Facto | 12 | b. Independent auditors | 13 | a. Ganguly Group | 14 | c. Bribery | 15 | c. The Pluralistic Model | 16 | a. The National Environment Policy, 2004 | 17 | b. Dhanuka Committee | 18 | a. It lays down the framework for creating long-term trust between companies & the external provides of capital | 19 | d. He has to ensure that his work involves exercise of judgment. | 20 | b. Stewardship Theory | Section B: Short Notes | Question | Answer | 11(continued)1(continued) | Clause 49The term ‘Clause 49’ refers to clause number 49 of the Listing Agreement between a company and the Stock Exchanges on which it is listed. The Listing Agreement is identical for all Indian Stock Exchanges, including the NSE and BSE. This clause is a recent addition to the Listing Agreement and was inserted as late as 2000 consequent to the recommendations of the Kumar Mangalam Birla Committee on CG constituted by SEBI in 1999. Clause 49, when it was first added, was intended to introduce some basic CG practices in Indian companies and brought in a number of key changes in governance and disclosures (many of which we take for granted today). In late 2002, the SEBI constituted the Narayana Murthy Committee to “assess the adequacy of current corporate governance practices and to suggest improvements.” Based on the recommendations of this committee, SEBI issued a modified Clause 49 on October 29, 2004 (the ‘revised Clause...

Words: 4860 - Pages: 20

Premium Essay

Major Problems of the Banking Industry and Strategies to Overcome Them: a Study on Bangladesh.

...the word BANK come from? ------------------------------------6 3.4 Why Banks? Why don’t go to another financial institution? -------------7 3.5 Banking System in Bangladesh---------------------------------------------------7 3.6 Banking system is very from country to country because of Following 3 reasons---------------------------------------------------------------------12 3.7 There are different kinds of financial services firms calling themselves Banks---------------------------------------------------------------------------------------12 4.0 Major Problems Faced by Bangladeshi Banking Industry-------------------------14 4.1 Lack of Good Governance, Accountability and Transparency------------14 4.2 Low quality of asset -----------------------------------------------------------------15 4.3 Inadequacy of Effective Risk Management System--------------------------16 4.4 BASEL Slandered Implementation Problem ---------------------------------17 4.5 CAMELs rating problem-----------------------------------------------------------18 4.6 Lack of Diagnostic Review Report for disclosures...

Words: 5756 - Pages: 24

Premium Essay

Innovation Technology

...Copenhagen Business School Cand. Merc. M. Sc. IBS - International Business Department of International economics and management, 15 June 2012 Strategic Analysis of the Geox Group Councellor: Bersant Hobdari, Copenhagen Business School Student name: Valeria Serra N. of pages: 79.7 Total n. of characters: 181,415 N. of characters (without figures): 165,415 N. of figures: 20 Executive Summary The purpose of this thesis is evaluating the sources of the extraordinary success of the Italian company Geox S.p.A. in order to assess whether its triumph is sustainable or not in the future. Geox S.p.A. is an Italian company based in Montebelluna (Treviso, Italy). It produces high quality and innovative shoes and apparels, and it is considered one of the most successful Italian firms. The company was born thanks to an innovative idea of its founder, Mr. Mario Moretti Polegato, and its fast growth has been due not only to the knowledge of the district, but also to its strong management and its strategies. All these factors have contributed to Geox’s fast growth in a market that was already mature. Notwithstanding Geox’s leadership position in Italy, the company is not immune from the negative effects of the economic and financial crisis and of globalization. The main challenges that the company is facing are mainly constituted by increasing and labour and raw material costs. The crisis, which has been particularly strong in Italy, has made people poorer. Thus, consumers have became...

Words: 29236 - Pages: 117

Premium Essay

Living It on the Skin: Italian States, Working Illness

...´ NOELLE J. MOLE PRINCETON UNIVERSITY Living it on the skin: Italian states, working illness A B S T R A C T In this article, I examine the codification of an Italian work-related illness caused by mobbing, a type of psychological harassment that emerged at the moment neoliberal policies transformed Italy’s historically protectionist labor market. I trace how the medicalization of mobbing has expanded workers’ access to compensation, resources, and discursive tools for criticizing neoliberal labor conditions, even as it has produced new structures of surveillance. I unravel the neoliberal politics of a state that protects workers’ health yet governs worker–citizens through an apparatus of medical experts. I find that workers’ labor problems are experienced and managed as bodily problems in ways important to remaking Italian citizenship. [neoliberalism, state, labor, biopolitics, citizenship, bodies, Italy] An institution, even an economy, is complete and fully viable only if it is durably objectified . . . in bodies. —Pierre Bourdieu1 It was the spirit of capitalism made flesh. —Upton Sinclair2 n 2003, a new psychophysical disturbance, organizational coercion pathology (disturbi psichici e fisici da costrittivit` organizzativa sul a lavoro), or OCP, became a work-related illness that was insurable by an Italian state public-health institution (Istituto Nazionale per l’Assicurazione contro gli Infortuni sul Lavoro [INAIL] 2003).3 Telltale symptoms, often likened to those...

Words: 18731 - Pages: 75

Premium Essay

Qiestion

...National Chengchi University Department of Finance ETP Graduate Investments Fall 2010 Case Discussion Questions Instructor: Professor Edward H. Chow 周行一 Case study: financial bubble Case: Trouble with a bubble (9-808-067) 1. Why did Irving Fisher believe that stock prices had reached a permanently high plateau? 2. Why did the stock market crash in 1929? 3. Why did influential individuals like Fisher, Keynes and Rockefeller believe that the downturn would only be temporary? Case study: investment banking business and global financial crisis Case: Investment banking in 2008 (A): Rise and fall of the Bear (KEL378) 1. What role did Bear’s culture play in its positioning vis-à-vis its competitors, and what role might that culture have played in its demise? 2. 2. How did Bear’s potential collapse differ from that of LTCM in the eyes of the Federal Reserve? 3. What would Bear have done differently to avoid its fate? a. - In the early 2000s? b. - During the summer of 2007? c. - During the week of March 10, 2008? 4. Who stood to benefit from Bear’s implosion? 5. Is market perception of liquidity more important for an investment bank than it is for an traditional manufacturing or distribution business? If so, why? 6. How could Bear have addressed perceptions of its liquidity? Could it have stopped the run on the bank, and if so, how? 7. Did Bear’s failure undermine the viability of so called “pure-play” investment banks? 8. What role should the Fed...

Words: 1896 - Pages: 8

Premium Essay

Nana

...Unit Reading Leenen, S. & Jelassi, T. 2005, 'Ducati (Italy) vs. Harley-Davidson (USA)', in Strategies for E-Business, ed.T. Jelassi & A. Enders, Pearson Education Limited, Harlow, pp. 366-398. Ievisia-1111-1311 _. .. . .. _...__...__._ . . . ..___. _. . . ll I 1..-_. .. ..._._. . ._._ _ . __.. _ ._..._ __ i"“ Ducati (Italy) vs. Harley-Davidson (USA) Innovating business processes and managing value networks In 2001, as Ducati celebrated its 75th anniversary, Group (TPG) and Deutsche Morgan Grenfell Capital some executives wondered whether the recent corporate restructuring had repositioned the company (Italy). A new management team initiated a turnaround programme aiming at increased production efficiency, net sales and profit. ‘Since 1996, we were really working against a backdrop that wasn’t so far successfully. As part of this, the Italian motorcycle manufacturer had adopted a new focus on R&D, marketing and sales, moving away from its initial manufacturing strength. In addition, the company removed from bankruptcy’, said Carlo di Biagio, Chief Executive Officer of DMH. ‘Now our situation is different. Sooner or later, we think investors will see that.’ By 2001, the company had restructured its value chain activities, outsourcing 90% of its production and, in order to decrease costs, introducing a platform strat- had embraced the Internet, deciding in Ianuary 2000 to sell its new motorcycle, apparel and accessories exclusively online...

Words: 1485 - Pages: 6

Premium Essay

Case Discussion Questions

...National Chengchi University Department of Finance ETP Graduate Investments Fall 2014 Case Discussion Questions Instructor: Professor Edward H. Chow 周行一 Case study: financial bubble Case: Trouble with a bubble (9-808-067) 1. Why did Irving Fisher believe that stock prices had reached a permanently high plateau? 2. Why did the stock market crash in 1929? 3. Why did influential individuals like Fisher, Keynes and Rockefeller believe that the downturn would only be temporary? Case study: investment banking business and global financial crisis Case: Investment banking in 2008 (A): Rise and fall of the Bear (KEL378) 1. What role did Bear’s culture play in its positioning vis-à-vis its competitors, and what role might that culture have played in its demise? 2. How did Bear’s potential collapse differ from that of LTCM in the eyes of the Federal Reserve? 3. What would Bear have done differently to avoid its fate? A. - In the early 2000s? B. - During the summer of 2007? C. - During the week of March 10, 2008? 4. Who stood to benefit from Bear’s implosion? 5. Is market perception of liquidity more important for an investment bank than it is for an traditional manufacturing or distribution business? If so, why? 6. How could Bear have addressed perceptions of its liquidity? Could it have stopped the run on the bank, and if so, how? 7. Did Bear’s failure undermine the viability of so called “pure-play” investment banks? 8. What role should the Fed...

Words: 1913 - Pages: 8

Free Essay

Ac Milan

...appeared publicly was on Monday, December 18 in an article by the Gazzetta dello Sport newspaper. Founded by English lace-maker expatriate Herbert Kilpin and businessman Alfred Edwards, the AC Milan become quickly one the most prestigious football teams in Italy and Europe. Thus, the fact it was founded by English men made the club named Milan, the city name pronounced in English, instead of pronouncing it Milano, as for the all-time rival FC Internazionale Milano. The Associazione Calcio Milan has spent almost its entire history in the top flight of the Italian Football Championship, the Serie A. To date, AC Milan is the second most titled club in the world with 7 champions’ league titles, among other international trophies, right behind the Real Madrid and its 10 champions’ league titles (taking into consideration that Real Madrid won half of its champions’ league titles in the 60’s.) However, under the last 28 years of Italian Billionaire and Italy’s former Prime Minister Silvio Berlusconi’s chiarmanship, the Associazione Calcio Milan have won more titles than any other team worldwide. Thus, Silvio Berlusconi is considered as the most successful football club president of all times, even if there is a debate about it since Real Madrid fans consider Santiago Bernabeu as the owner of this title because of his 60’s successes. Throughout its history, the AC Milan has left its mark over the European Football. Indeed, the club has seen many prodigious players wearing the red and black...

Words: 2948 - Pages: 12