ARTICLE
11 August 2017

CONSOB Regulatory Provisions Implementing MAR

AO
A&O Shearman

Contributor

A&O Shearman was formed in 2024 via the merger of two historic firms, Allen & Overy and Shearman & Sterling. With nearly 4,000 lawyers globally, we are equally fluent in English law, U.S. law and the laws of the world’s most dynamic markets. This combination creates a new kind of law firm, one built to achieve unparalleled outcomes for our clients on their most complex, multijurisdictional matters – everywhere in the world. A firm that advises at the forefront of the forces changing the current of global business and that is unrivalled in its global strength. Our clients benefit from the collective experience of teams who work with many of the world’s most influential companies and institutions, and have a history of precedent-setting innovations. Together our lawyers advise more than a third of NYSE-listed businesses, a fifth of the NASDAQ and a notable proportion of the London Stock Exchange, the Euronext, Euronext Paris and the Tokyo and Hong Kong Stock Exchanges.
On 22 March 2017, the Italian securities and exchange commission (Commissione Nazionale per le Società e la Borsa, "CONSOB") issued the resolution No. 19925...
Italy Corporate/Commercial Law

On 22 March 2017, the Italian securities and exchange commission (Commissione Nazionale per le Società e la Borsa, "CONSOB") issued the resolution No. 19925 (the "Resolution No. 19925") approving the amendments to certain CONSOB regulations, and particularly to CONSOB Regulation No. 11971 of 14 May 1999, as subsequently amended and supplemented (the "Regulation on Issuers"), and to CONSOB Regulation No. 16191 of 29 October 2007, as subsequently amended and supplemented (the "Market Regulation"), to implement MAR, with a view to aligning domestic secondary legislation with relevant EU legislation.

In particular, pursuant to the newly introduced Article 144-bis.1 of the Regulation on Issuers, buy-back programs and purchase transactions for the stabilisation of securities do not represent market abuse, as long as they are carried out in accordance with Article 5 of MAR. Except for these cases, issuers shall inform the public and CONSOB in the form and manner provided in Annex 3F to the Regulation on Issuers when trading in treasury shares.

In addition, with respect to transactions carried out by managers or persons closely associated with them, pursuant to Article 19 of MAR, reporting obligations will be triggered upon exceeding the threshold of €20,000. The same threshold is set for transactions carried out by relevant shareholders of the issuer (i.e., shareholders holding more than 10% of the voting rights).

The Resolution No. 19925 also introduced Article 78-bis of the Regulation on Issuers on the transparency of certain issuers' resolutions (such as those approving the financial statements and dividend distributions), which shall be disclosed to the public, and amended Article 109 of the Regulation on Issuers, specifying the manner in which information on relevant events and circumstances shall be disclosed.

In connection thereto, with notice No. 11445 of 1 June 2017, Borsa Italiana reviewed the regulatory framework for model price-sensitive press releases setting out the minimum content and the manner of presenting such information.

Also, with the introduction of Article 109-ter of the Regulation on Issuers, the Resolution No. 19925 introduced the possibility for issuers to delay disclosure to the public of information on relevant events and circumstances in order not to prejudice their legitimate interests, subject to specific conditions. In particular, issuers shall give notice to CONSOB of the delay and of related circumstances immediately after the disclosure of the information to the public (and not, as alternatively provided in MAR, upon request of the competent authority).

Finally, with respect to the Market Regulation, the Resolution No. 19925 replaced Articles 40 and 43 of such Regulation on market practice and market manipulation, respectively, with direct references to the relevant provisions of MAR.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

Mondaq uses cookies on this website. By using our website you agree to our use of cookies as set out in our Privacy Policy.

Learn More