La “vendita del voto” nell’assemblea degli obbligazionisti

The paper assesses whether it is consistent with ltalian company law for the issuer to offer a consent payment to those bondholders voting in favour of amendments to the terms of the band loan. The essay develops first an analysis of vote-buying in shareholders' meeting, although signifìcant differences with bondholders' meeting are underlined. The paper also examines the issue in the light of the Prisoner's Dilemma model, highlighting that coordination between bondholders can prevent coercive outcomes, as well as in a comparative perspective, focusing on US and UK judicial decisions. Under Italian law, possible limits and critica! issues of consent payment for bondholders are explored, examining the potential relevance of conflicts of interests in depth. Moreover, the essay describes the relationship between issuer and bondholders as a relationship between debtor and creditor, and discusses the existence of duties of good faith and fair dealing among bondholders and issuer, as well as inside the group of bondholders. The paper argues the legitimacy of consent payments by the issuer to bondholders under Italian law, provided that bondholders' vote is unaffected by conflict of interests - given the lack of a potential damage for bondholders - , and equality of treatment of all bondholders is ensured.