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Italian Securities Commission returns to ordinary reporting requirements for listed issuers.

By Antonio Coletti, Isabella Porchia, Guido Bartolomei, and Marta Negro

The Italian Securities Commission (CONSOB), by press release dated April 12, 2021, announced its decision to end the more stringent reporting requirements originally introduced on April 9, 2020, as a response to the impact of the COVID-19 pandemic on financial markets. While the more stringent requirements were renewed in three month increments, they will not be renewed after April 13, 2021. Starting April 14, investors will be required to comply with the pre-pandemic reporting requirements.

More stringent reporting obligations regarding relevant shareholdings and investment objectives for Italian-listed issuers will continue until 13 April 2021.

By Antonio Coletti, Guido Bartolomei, Marta Negro, and Isabella Porchia

On 13 January 2021, the Italian Securities Commission (CONSOB) adopted Resolution 21672 (the Resolution), further extending for three months the more stringent reporting requirements for relevant shareholdings and investment objectives in certain Italian-listed issuers with high current market value and/or spread ownership structure. The more stringent reporting requirements will now end on 13 April 2021. The Resolution extends the provisions of 9 April 2020, which were later extended until 13 January 2021

The Simplification Decree (Decreto Semplificazioni) follows and puts into effect the earlier attempt of the Italian cabinet to facilitate capital increases.

By Antonio Coletti, Isabella Porchia, and Marta Negro

Law no. 120/2020 converting Law Decree no. 76/2020 (Decreto Semplificazioni), which entered into force today (Law no. 120/2020), introduces certain measures (see Article 44) facilitating capital increases by Italian private and listed companies needing to raise equity financing and counter liquidity shortage due to the COVID-19 pandemic.

The Recovery Decree aims to rapidly raise equity financing and counter liquidity shortage.

By Antonio Coletti, Isabella Porchia, and Guido Bartolomei

Law Decree, approved on 13 May 2020 (Recovery Decree) introduces provisions facilitating capital increases by Italian private and listed companies to rapidly raise equity financing and to counter liquidity shortage.

In particular, article 45-bis of the Recovery Decree (in the draft available pending publication in the Official Gazette) provides:

D.P.C.M. now includes measures for certain manufacturing industries, as well as call centres and civil engineering works, but excludes employment agencies.

By Giancarlo D’Ambrosio and Giovanni B. Sandicchi

By decree of the Ministry of Economic Development, adopted yesterday and in force since today, March, 26, 2020, several amendments have been made to the list annexed to the D.P.C.M. of March 22, 2020.

Specifically, from March 28 to April 3, the suspension of activities comes into force for the manufacture…

The new decree imposes measures in effect from today until April 3, 2020 to combat the spread of COVID-19.

By Giancarlo D’Ambrosio and Giovanni B. Sandicchi

Yesterday evening, the Italian government adopted a new decree (D.P.C.M. of March 22, 2020), which suspends, as of today, non-essential industrial and commercial production activities throughout the country to contain the spread of COVID-19.

Among the provisions of the Decree, the following are particularly noteworthy:

i. All industrial and commercial production activities are suspended, with the exception of those providing public utilities and essential services, as well as a series of activities considered essential and contained in a list reported under Annex 1 of the Decree, which may be supplemented by subsequent decrees. The list includes, among other activities, the entire beverage and food supply chain, the pharmaceutical healthcare devices industry, strategic industries, and related production chains. In addition, the functional activities to ensure the continuity of the authorized supply chains will also remain open, subject to notification to the Prefect of the province where the production unit is located.

ii. Functional activities to deal with the emergency are permitted, including those relating to the production, transport, marketing, and delivery of medicines, health technology, and medical-surgical devices, as well as agricultural and food products.

The Cura Italia Decree also extends the validity of administrative authorizations.

By Cesare Milani

On March 17, 2020, the Italian government adopted Law Decree No. 18/2020 (the Cura Italia Decree), providing for a contingency package of extraordinary measures to strengthen the national health service and provide financial and economic support to families, workers, and companies facing the pandemic.

The Cura Italia Decree entered into force on March 17, 2020, and shall be converted into law, following potential amendments, within 60 days from its adoption.

From a public law perspective, the Cura Italia Decree sets forth the following key measures:

The four-pronged Code aims to encourage issuers in Italy to focus on long-term sustainability and engagement.

By Antonio Coletti and Isabella Porchia

A new edition of the Corporate Governance Code was released on 31 January 2020. The new Code focuses on four essential objectives and principles: sustainability, engagement, proportionality, and simplification.

Sustainability: The new Code intends to encourage Italian equity-listed issuers to adopt strategies based on sustainability. It recommends sustainable success as a priority for company management — defined as long-term value for shareholders and stakeholders — and calls on boards to integrate business plans, internal control and risk management systems, and remuneration policies with appropriate sustainability goals.

Engagement: The new Code recommends that listed issuers develop a dialogue with the market and with investors through specific engagement policies. It assigns a key role to the chairman, who — in agreement with the CEO — is directed to prepare a policy to manage dialogue with investors, which the board will approve and monitor.

Proportionality: The new Code tailors and graduates principles based on the size of the issuer, to promote access to equity capital markets and listing of small- and medium-size companies. Some recommendations are directed at large listed issuers (those with a market capitalisation higher than €1 billion for three consecutive years), while other recommendations apply to issuers with a concentrated ownership controlled by one or more shareholders.

Simplification: The format of the new Code has been simplified. To assist issuers in applying the Code, Q&As based on queries received from issuers will be published on a recurring basis.

The notice details the requirements applicable to both UK investment firms operating in Italy and Italian investment firms operating in the UK.

By Antonio Coletti and Isabella Porchia

On 1 August 2019, the Italian Securities and Exchange Commission (CONSOB) issued an update of Notice No. 7 of 26 March 2019 (the Notice) detailing the requirements applicable to both UK investment firms operating in Italy and Italian investment firms operating in the UK, further to Brexit Law Decree No. 22 of 25 March 2019 (the Update Notice). The decree lays down a temporary regime for regulated firms in a no-deal Brexit scenario. (See Italy’s Brexit Law Decree Comes Into Force for background information.)

New law aims to expand the currently limited application of class actions in Italy.

By Antonio Distefano and Isabella Porchia

The Italian Parliament recently introduced a comprehensive reform of the rules governing class actions with Law No. 31 of 12 April 2019 (the Reform). The Reform, which was published in the Official Gazette on 18 April 2019, will exclusively apply to unlawful conducts carried out after it goes into effect on 19 April 2020. In the meantime, the provisions currently in force shall continue to apply.