This essay takes stock of the corporate governance reform efforts in which Italian policy makers have engaged since the beginning of the 1990s. After describing the reform process and its drivers (a concern for Italian equity markets' attractiveness in an increasingly competitive and global framework, scandals, and EC activism) the essay analyses the main reforms to single out what has worked (i.e., what has had a practical positive impact on Italian listed companies' corporate governance) and what has not. After concluding that the corporate governance legal framework has greatly improved as a result of reforms, the essay identifies a number of areas where further steps could be taken to protect investors against the risk of expropriation by corporate insiders. It is also argued, however, that the mother of all corporate governance reforms in Italy would be a change in legal and political culture; legal culture should change so as to put substance over form, function over doctrine. That would be a precondition to effective enforcement of corporate and securities laws. Political culture should change from one that deems it to be the norm for politicians to decide on the allocation of corporate control to one more respectful of property rights. Finally, two modest, bottom-up proposals to help change legal culture in the long run are put forth.

The Financial Market Stabilisation Act of 2008 and the Supplementary Financial Market Stabilisation Act of 2009 allow the German state to gain unlimited control over banks of systemic importance. The emergency character of both acts is to be understood against the background of the turbulences of the financial crisis and the short time span available for bank rescue. Prior to the Acts, neither German insolvency law nor company law nor capital market law provided the means to safely restructure troubled banks. The content and evaluation of these state interventions in the banking sector under the pressure of the financial market crisis are relevant not only for Germany, but in a broader international context.

The first mechanism to obtain unlimited control over banks of systemic importance, which has been applied in the takeover of Hypo Real Estate in 2009, relies on company and takeover law instruments such as capital increases and squeeze-outs. These instruments have been modified by the two Financial Market Stabilisation Acts as regards state-initiated takeovers of systemically important banks. However, these modifications and additional measures, e.g., for combating shareholder strike suits, raise doubts on their compatibility with EC law and German constitutional law. Indeed, actions at the German Federal Constitutional Court are already pending.

The second mechanism to obtain unlimited control involves expropriating the shareholders of systemically important banks. This comes with advantages such as transactional certainty and compliance with EC law. However, expropriation touches on the fundamental principles of the German economic order and especially on the constitutionally guaranteed right of ownership. The Rescue Takeover Act, which has been introduced by the Supplementary Financial Market Stabilisation Act, does not breach this constitutional guarantee. However, great care has to be taken in the application of the Act in the individual case.

Simplifying business formalisation and eliminating outdated formalities is often a good way of improving the institutional environment for firms. Unfortunately, the World Bank's Doing Business project is harming such policies by promoting a reform agenda that gives them priority even in countries lacking functional business registers, so that the reformed registers keep producing valueless information, but faster. Its methodology also promotes biased measurements that impede proper consideration of the essential tradeoffs in the design of formalisation institutions. If Doing Business is to stop jeopardising its true objectives and contribute positively to scientific progress, institutional reform and economic development, then its aims, governance and methodology need to change.

Electronic communications operators can be exposed to two types of ex ante measures – merger remedies and regulatory measures. Although in a merger control procedure competition authorities prefer structural remedies, these seem to be less adapted to the electronic communications sector, since communications operators naturally tend to concentrate. Given that the electronic communications sector is characterised by economies of scale and a network effect, behavioural remedies seem more appropriate. In EU sector-specific legislation, regulatory measures that can be imposed on operators with significant market power can be defined as behavioural as well. This can make the difference between the two types of measures even vaguer. However, the difference should be found in the very purpose of state intervention. Competition law should not be used to make an existing market more competitive, unless some element of the market is illegal. Conversely, regulation only requires that some form of conduct is considered undesirable for some reason (it need not necessarily be illegal). Unfortunately, on several occasions, the European Commission (mis)used competition law powers to regulate the market. Should this approach be applied extensively, it would result in the creation of what could be defined as hybrid competition law.

The ECJ's Cartesio judgment should be understood as overriding the Daily Mail judgment of 1988. Under Daily Mail, Community rules governing freedom of establishment were waved away as not applicable, while in Cartesio they are merely not precluding national legislation controlling emigration. According to Cartesio, restrictions on transferring the centre of administration generally pass the test of compatibility. Nonetheless, in the authors' view, there should be no justification for sanctions of annulment or immediate dissolution of a company which has attempted to move its centre of administration to another Member State. In Cartesio, the ECJ proclaimed the right of companies to emigrate for the purpose of conversion into a company form of the host state. By analogy with SEVIC Systems, it seems that the host state may not refuse to give the immigré company permission to convert if similar conversion is open for local legal forms, unless justified by overriding requirements in the public interest. To sum up, the ECJ provides a complex method to determine and protect the freedom of companies to emigrate. Still, this method seems preferable to the other option: forcing Member States to tolerate emigration without regard to their legal tradition and the ensuing difficulties.

In the Cartesio decision of December 2008, the European Court of Justice has legitimated the real seat theory for those Member States that require the presence of the administrative seat and the statutory seat in their territories as a condition for a company's valid formation. The Court, by an obiter dictum, has also put forward the idea that the transnational conversion is included in the freedom of establishment of Articles 43 and 48 as a form of international mobility. This article analyses the possible consequences of the Court's decision for regulatory competition in company law in Europe, taking into consideration both aspects.