Visual Comparative Corporate Law Series

ECGI · Visual Comparative Corporate Law · No. 8 | April 2026

Tender Offer Activity Across 7 EU Jurisdictions (2022–2025)

Anyone interested in tender offers and takeovers might appreciate this new issue of my “Visual Corporate Law Series”. A comparative empirical deep dive in public offers over the last three years, with a focus on premia.

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ECGI · Visual Comparative Corporate Law · No. 7 | April 2026

An Empirical Analysis of EU-27 Corporate Governance Codes 

My most ambitious VISUAL CORPORATE LAW project so far. A comparison of EU27 Corporate Governance Codes. Hopefully, self-explanatory. For a ture ans extensive scholarly analysis see, among others, Matteo Gargantini & Michele Siri (2023); and for a deep dive on the Italian Code, but with comparative references, Amal Abu Awwad & Francesco Bordiga (2025, in Italian).

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ECGI · Visual Comparative Corporate Law · No. 6 | March 2026

Does a Shareholders’ Agreement Create an Irrebuttable Presumption of Acting in Concert?

Do most European jurisdictions treat shareholder agreements as triggering an irrebuttable presumption of acting in concert—thereby potentially forcing a mandatory bid?

It’s a deceptively technical question with real bite. Under EU takeover law, “acting in concert” can tip a shareholder (or group) over the control threshold, activating the obligation to launch a mandatory offer. Whether that inference is rebuttable or irrebuttable is not just doctrinal fine print—it shapes the strategic use of shareholder agreements and, ultimately, the balance of power between controllers and minorities or, more generally, the use of shreholders’ agreements.

The issue has taken on renewed salience in Italy. A recent reform of the principal statute governing listed companies and financial markets appears poised to remove the current irrebuttable presumption attached to certain shareholder agreements. Some critics warn that relaxing the rule may dilute minority protection in contrast with international best practices.

So how does Italy compare? In this visual, I map the landscape across Europe.

Spoiler: one jurisdiction stands (or stood) conspicuously apart.

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ECGI · Visual Comparative Corporate Law · No. 5 | March 2026

Limits to Corporate Bond Issuance: Italy in Comparative Perspective

The OECD - OCDE has just released an exceptional report on global debt—focused on treasury and corporate bonds—that is a true goldmine of data and analysis. Signed off by Carmine Di Noia, Director for Financial and Enterprise Affairs, it’s required reading for scholars, practitioners, and finance professionals alike.

One data point caught my eye (page 95): Italy’s outstanding corporate debt, as a share of GDP, is lower than in many other EU countries. That made me curious about something quite specific: how common are statutory caps on bond issuance tied to legal capital—like Art. 2412 of the Italian Civil Code?

The short answer: very uncommon.

Once again, Italian corporate law appears somewhat more rigid than that of many of its European peers.

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ECGI · Visual Comparative Corporate Law · No. 4 | March 2026

Women on Boards: How 10 Years Changed Everything

In 2014, women held fewer than one in five board seats in every jurisdiction surveyed. By 2025, France reaches 43%, Italy 40%, Belgium 38% — and the trend is global, not just European.

But the chart also reveals something more analytically interesting than the headline figures: the role of binding legal mandates. The jurisdictions that introduced gender quotas — France, Italy, Belgium, Germany, the Netherlands, and more recently Spain — consistently record the largest gains over the decade, ranging from 22 to 28 percentage points. Countries without quotas have also progressed, sometimes substantially, but rarely at the same pace or to the same level.

This is not to say that quotas are without controversy, or that the debate over their design — thresholds, sanctions, scope, sunset clauses — is settled. The EU's Gender Balance on Corporate Boards Directive, which entered into force in December 2024, will require member states to reach 40% of non-executive directors from the underrepresented sex by 2026, bringing a degree of harmonisation to what has until now been a patchwork of national approaches. At one end of the spectrum, Japan's near-fivefold improvement from 3% to 14% shows that change is possible even without mandates; at the other, it remains less than a third of France's current share, a reminder of how much ground remains to be covered.

As with the other instalments in this series, the devil is in the details — and the details here concern not just the numbers, but what drove them.

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ECGI · Visual Comparative Corporate Law · No. 3 | March 2026

Countries allowing MVS and loyalty shares - by volume

Amid the debate over controlling shareholders, minority protection, and control-enhancing devices, this chart is quite revealing. Even with simplified jurisdictional groupings, the 20-year rise of multiple voting shares and loyalty voting speaks for itself. Needless to say, specific regimes are different, and in law as in life the devil hides often in the details, but the general trend is clear and unmistakable.

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ECGI · Visual Comparative Corporate Law · No. 2 | March 2026

EU Mandatory Bid Thresholds: A Snapshot

This deck offers a streamlined, data-driven overview of the core mandatory bid regimes across EU Member States, focusing on the control thresholds that trigger a tender offer obligation.

With some necessary simplifications, it maps where the basic threshold sits in each jurisdiction and highlights the structural similarities — and divergences — within the EU framework.

The visuals also illustrate how the reform currently under consideration by the Italian Parliament would move Italy toward the dominant European model, aligning its system with the approach adopted in the vast majority of Member States.

Full disclosure: I served on the technical commission that contributed to drafting the reform.

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ECGI · Visual Comparative Corporate Law · No. 1 | March 2026

MAR Enforcement Across the EU: 

One Regulation, Many Regimes

This first installment draws on European Securities and Markets Authority (ESMA) 2024 data to explore striking divergences in market abuse enforcement across EU Member States. Despite the formal maximum harmonization achieved through an EU Regulation, the number of sanctions, their monetary magnitude, and the categories of violations pursued by national authorities vary so dramatically that it sometimes feels as though we are looking at entirely different regulatory regimes. These differences persist even after accounting for the size of national markets — and it is not particularly credible to assume that underlying misconduct varies so radically across countries. You’ll notice some clear outliers — Italy stands out for imposing a high number of comparatively modest fines.

Source data:

Report on sanctions and measures imposed in Member States in 2024

👉 ESMA Sanctions Data 2024 (Excel)

👉 ESMA Annual Sanctions Report 2024 (PDF)

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