The Italian Government approved, in preliminary review, a comprehensive reform of Italy’s capital markets legislation with the goal of creating a simpler, more competitive, and investment-friendly framework.
The reform seeks to stimulate growth, encourage savings and equity financing, and facilitate access to capital markets by Italian companies.
Reforms Affecting Listed Companies and Public Offers
A central part of the decree focuses on the discipline of public offerings and listed companies, introducing reforms designed to align Italian practice with European standards and to simplify corporate procedures.
Mandatory takeover bids
- Single threshold of 30% of voting rights or share capital as the trigger for a mandatory takeover bid, eliminating the 25% threshold that previously applied to companies other than SMEs. This change ensures greater coherence with EU markets and increases transparency for investors.
- Reference period for determining the minimum offer price is shortened from twelve to six months, allowing for greater market efficiency and price accuracy in takeover scenarios.
Full acquisitions
New procedure for the acquisition of the entire share capital, to be authorized by shareholders. Under this mechanism, the extraordinary shareholders’ meeting of a listed company may authorize by a majority resolution (excluding the acquirer and any shareholders holding significant interests) a designated purchaser to acquire all outstanding shares. This measure aims to balance transactional flexibility with minority shareholder protection.
Shareholders meetings
Encouraged adoption of remote or hybrid meeting formats to promote efficiency and inclusivity. Nonetheless, a qualified minority (5% of voting rights) will retain the right to request that a physical meeting be held.
Simplified regime for newly listed companies and SMEs
Opt-in simplified regime for newly listed companies and SMEs with a market capitalization below €1 billion. These companies may benefit from reduced compliance obligations, including simplified rules for related-party transactions below a 10% materiality threshold, thus supporting their initial access to public markets and easing ongoing administrative burdens.
Publications
Elimination of requirement to publish certain regulated information in national newspapers, a provision often criticized as a form of gold-plating. Instead, disclosure obligations will be fulfilled entirely through digital communication channels, in line with European best practices.
"Cooperative Compliance" Model
In an effort to foster a more constructive relationship between regulators and market participants, the decree introduces a new “cooperative compliance” model. Under this framework, supervised entities will have the ability to submit preventive queries to CONSOB or the Banca d’Italia regarding specific operations or circumstances that may raise compliance concerns.
Key Changes affecting fund managers and intermediaries
The draft decree, among other thigs, introduces a new investment vehicle known as the “società di partenariato”. Conceived as a new type of alternative investment fund formed as a joint stock limited partnership (società in accomandita per azioni), this structure is intended for collective investment in private equity and venture capital. The introduction of this entity reflects a growing focus on alternative investments and aims to make Italy more competitive in attracting professional capital in the private markets space.
Further, privatized pension funds are now recognized as professional clients by operation of law, simplifying their access to sophisticated investment services and complex financial instruments, as well as fostering greater participation in the capital markets.
Finally, the draft decree introduces measures to simplify procedures and reduce administrative burdens for supervised entities.
Corporate governance
The decree provides comprehensive and autonomous regulation of the three alternative systems of administration and control - the traditional, dualistic, and monistic models - ensuring that each system is internally coherent and functionally distinct. This revision enhances the discretion of companies in selecting the governance model most suitable to their structure and investor base. By increasing flexibility and clarity, the reform seeks to strengthen the competitiveness of Italian corporate structures enhancing their appeal to international investors, who will find these models more easily comparable to those used in other major jurisdictions.
Next Steps
Following its preliminary approval, the draft decree will now undergo parliamentary review. After which, it will return to the Council of Ministers for final adoption. The implementation of the reform will be complemented by secondary regulations to be issued by CONSOB and Banca d’Italia, which will provide secondary implementing regulations and operational guidance on several aspects of the new framework.
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This article is prepared for the general information of interested persons. It is not, and does not attempt to be, comprehensive in nature. Due to the general nature of its content, it should not be regarded as legal advice.
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