At the beginning of July the Uniform Code for the Governance of Capital Markets (Testo Unico delle disposizioni in materia di mercati finanziari, Legislative Decree 24/02/98 no.58, also called "Legge Draghi") entered into force. Within a few months of the privatisation of the Italian Stock Exchange, it in part reformulates and aggregates, and in part renews, all of the civil and criminal rules in the area of capital markets, centralised security management, institutional investors, financial brokerage services, public solicitations of investments, public offerings, as well as the special rules applicable to joint stock companies listed on the market. The new changes which deserve an in-depth examination are numerous, and we plan to discuss the most important ones in the near future.
Because of their immediate relevance, we note: the lowered threshold, to 2% of the outstanding capital, beyond which an acquisition of listed shares must be communicated to CONSOB (the Italian Security Exchange Commission); the obligation to communicate and make public shareholder and syndicate agreements; the lowered percentage of capital necessary to exercise the so-called minority rights; and the radical reform implemented with respect to the matter of proxies.
In particular, the Code has abrogated the prohibition of proxy in favour of banks, and has legitimised the solicitation of proxies.
With even greater interest, we look forward to the announced establishment of a parliamentary commission that will be occupied with the application of the new legislation to share companies not listed on the market, in view of the fact that the number of listed companies on the Italian market is only around 250, thus representing a small fraction of the corporate landscape of our country.
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