Lo sconto di minoranza: framework teorico e profili applicativi

The present study aims at shedding further light on theoretical basis for the application of minority discount. Starting from the value of control, it focuses on the role of minority discount in business valuation; this paper takes into account the importance of ownership structure. Scholars and practitioners investigated the value of control and several measures for control premium have been developed. However, the matter of control is a relevant issue not only for corporate governance but also, and especially, for business valuation. On one hand, the controlling shareholder may have incentive to deviate from total wealth maximization by extracting private benefit of control; if this is the case, the application of control premium is strictly recommended. On the other hand, in presence of such controlling shareholder, minorities could potentially be excluded from governance, leaving them with no decision power. This condition has a direct impact in term of economic value of pro-quota equity. Whether or not minority discount should be applied is still an open question. Another issue concerns the economic basis to which the discount should refer. From a theoretical standpoint, this paper is a first attempt to systematize the theoretical foundations of the cited discount. Its main contribution is the clarification of the standard values related to minority discount and the relative shareholder levels. The present paper compares the evolution of Italian studies with the American doctrine and provides a comprehensive reconciliation among different standards; last, an inclusive review of control premium and discount for lack of marketability is provided.