Important changes to listed companies' and shareholders' disclosure requirements

A new law modifies the existing disclosure requirements applicable to companies trading on an Italian regulated market and companies trading on other EU markets that have elected Italy as a home Member State ("Listed Companies").The key provisions of this new law are summarized below.

  • The term for the publication of six-months financial statements is extended from 60 calendar days to 3 months.
  • Listed Companies are no longer required to prepare first and third quarter financial statements.
  • The shareholding disclosure threshold is increased from 2% to 3%.

Overview
The new law (the "Decree"), which came into force on March 18th, is designed, inter alia, to reduce the compliance costs of Listed Companies.

Six-month financial statements
The Decree aligns the Italian rules on financial disclosure with existing EU market practice regarding the publication of six-month financial statements, which is extended from 60 calendar days to three months from the end of the preceding reporting period.

Quarterly financial statements
The Decree's objective is to decrease the compliance costs of Listed Companies. Consistent with this goal, the Decree provides that Listed Companies are no longer required to prepare first and third quarter financial statements. This approach is consistent with the current trend in other European countries, where the obligation to disclose quarterly financial information is being eliminated. However, CONSOB retains the right under the Decree to regulate and require Listed Companies to prepare such quarterly financial statements.

Shareholding disclosure
The Decree provides for an increase of the shareholding disclosure threshold applicable to Listed Companies, other than SMEs, from 2% to 3%, in line with other jurisdictions (such as the UK, Spain, Ireland, the Netherlands and Germany). The purpose of this increase is to reduce the jurisdictional discrepancies that could discourage foreign investors.

Higher Fines
The Decree also increases the applicable fines for breach of the transparency obligations on corporate governance. In particular, the maximum administrative fine to Listed Companies for violation of the requirement to disclose their adherence to the corporate governance code of conduct increased to Euro 10,000,000 or, if higher, up to 5% of annual revenue, compared to Euro 300,000 under the previous regime.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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