Italy's Inside Information Disclosure Requirements Addressed in CONSOB Guidelines

by Jones Day

Jones Day

The Situation: In July 2016, the Market Abuse Regulation ("MAR") came into effect, introducing detailed requirements for EU listed issuers regarding disclosure of inside information, with a view to fighting market abuse.

The Result: In October 2017, CONSOB issued a set of Guidelines providing Italian listed issuers operational guidance regarding the proper implementation of MAR disclosure principles.

Looking Ahead: The CONSOB Guidelines are an opportunity for many Italian listed issuers to update their internal policies on inside information management. Failure to do so may expose them and their officers to increased risks associated with potential market abuse conduct.

On October 13, 2017, CONSOB (the Italian securities market regulator) issued a set of long-awaited Guidelines aimed at providing Italian listed issuers operational guidance and best practices regarding the proper implementation of the principles set forth by Regulation (EU) No. 596/2014 on market abuse ("MAR") in connection with inside information.

The Guidelines have been developed using a one-size-fits-all approach that has an "average issuer" in mind and therefore, when implemented, should be adapted on a case-by-case basis.

"Relevant Information" Versus "Inside Information"

A fundamental distinction lies at the core of the Guidelines, between:

  • "Relevant Information," which is information that, in the issuer's judgment, is material to the issuer because it relates to data, events, projects, or circumstances that directly pertain to that issuer and at a later time may become Inside Information; and
  • "Inside Information," which (in the basic notion set forth by Article 7(1), item (a), of MAR) is information that: (i) is of a precise nature; (ii) has not been made public; (iii) relates to an issuer or to financial instruments; and (iv) if made public, would likely have a significant effect on the prices of the financial instruments or related derivatives.

In light of this distinction, the Guidelines recommend that issuers implement internal policies and processes in order to (among other things):

  • Identify the corporate function or officer who is responsible for managing Relevant Information and Inside Information ("Inside Information Management Unit");
  • Identify and monitor Relevant Information and determine when this becomes Inside Information; and
  • Decide whether to promptly disclose or delay disclosure of Inside Information pursuant to MAR rules.

Inside Information Management Unit

The Guidelines require that issuers clearly identify an Inside Information Management Unit, which may be a corporate officer or a corporate function responsible for managing Relevant Information and Inside Information, including deciding whether to promptly disclose Inside Information or delay disclosure under MAR rules.

Identification and Management of Relevant Information

The Guidelines do not provide a precise definition of "Relevant Information," leaving it up to the issuer's judgment to identify, on a case-by-case basis, those categories of information that can be deemed material to the issuer because:

  • The information relates to data, events, projects, or circumstances that pertain to that issuer; and
  • The information may at a later time evolve to become Inside Information.

According to the Guidelines, through the Inside Information Management Unit, issuers should monitor the circulation of and access to Relevant Information by creating and maintaining a "Relevant Information List," which is a simplified version of the "Insider List" contemplated by Article 18 of MAR.

Identification and Management of Inside Information

In light of the definition of "Inside Information" provided by Article 7(1) of MAR, the Guidelines recommend that:

  • Issuers' internal policies identify general criteria to assist in determining the moment when a specific piece of Relevant Information becomes Inside Information;
  • The Inside Information Management Unit document and keep track of the assessment set forth above; and
  • Issuers implement procedures (including the Insider List) aimed at segregating Inside Information.

The Guidelines contain a noncomprehensive series of indicators to be taken into account in performing the assessment discussed above.

Delayed Disclosure of Inside Information

The Guidelines provide operational and interpretive guidance regarding the processes that issuers should have in place in order to effectively manage a potential decision to delay disclosure of Inside Information, including in relation to:

  • Procedures allowing the issuer to timely act in the event of a decision to delay disclosure of Inside Information;
  • The assessment that the conditions justifying a delayed disclosure under Article 17(4) of MAR are met;
  • The minimum contents of the decision to delay disclosure of Inside Information and of the records to be kept about such decision;
  • Procedures to monitor that the conditions justifying a delayed disclosure continue to be met until disclosure; and
  • Procedures ensuring that, if any of the conditions justifying a delayed disclosure cease to apply, the Inside Information be disclosed as soon as possible and, immediately thereafter, CONSOB be notified of the reasons for the decision to delay disclosure.

Disclosure of Inside Information

The Guidelines provide guidance about how to interpret MAR's requirement that Inside Information should be disclosed to the public "as soon as possible," pointing out that an acceptable time lag is that necessary to draft a complete and accurate press release. They also provide minimum requirements to be met for Inside Information to be appropriately disclosed to the public.

Two Key Takeaways

  1. CONSOB issued a long-awaited set of Guidelines providing Italian listed issuers operational guidance and best practices regarding the proper implementation of MAR principles about Inside Information management.
  2. Italian listed issuers' failure to update their internal policies to make them compliant with MAR and the Guidelines may expose such issuers and their officers to increased risk associated with potential market abuse conduct.

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.

© Jones Day | Attorney Advertising

Written by:

Jones Day

Jones Day on:

Readers' Choice 2017
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
Sign up using*

Already signed up? Log in here

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
Custom Email Digest
Privacy Policy (Updated: October 8, 2015):

JD Supra provides users with access to its legal industry publishing services (the "Service") through its website (the "Website") as well as through other sources. Our policies with regard to data collection and use of personal information of users of the Service, regardless of the manner in which users access the Service, and visitors to the Website are set forth in this statement ("Policy"). By using the Service, you signify your acceptance of this Policy.

Information Collection and Use by JD Supra

JD Supra collects users' names, companies, titles, e-mail address and industry. JD Supra also tracks the pages that users visit, logs IP addresses and aggregates non-personally identifiable user data and browser type. This data is gathered using cookies and other technologies.

The information and data collected is used to authenticate users and to send notifications relating to the Service, including email alerts to which users have subscribed; to manage the Service and Website, to improve the Service and to customize the user's experience. This information is also provided to the authors of the content to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

JD Supra does not sell, rent or otherwise provide your details to third parties, other than to the authors of the content on JD Supra.

If you prefer not to enable cookies, you may change your browser settings to disable cookies; however, please note that rejecting cookies while visiting the Website may result in certain parts of the Website not operating correctly or as efficiently as if cookies were allowed.

Email Choice/Opt-out

Users who opt in to receive emails may choose to no longer receive e-mail updates and newsletters by selecting the "opt-out of future email" option in the email they receive from JD Supra or in their JD Supra account management screen.


JD Supra takes reasonable precautions to insure that user information is kept private. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. However, please note that no method of transmitting or storing data is completely secure and we cannot guarantee the security of user information. Unauthorized entry or use, hardware or software failure, and other factors may compromise the security of user information at any time.

If you have reason to believe that your interaction with us is no longer secure, you must immediately notify us of the problem by contacting us at In the unlikely event that we believe that the security of your user information in our possession or control may have been compromised, we may seek to notify you of that development and, if so, will endeavor to do so as promptly as practicable under the circumstances.

Sharing and Disclosure of Information JD Supra Collects

Except as otherwise described in this privacy statement, JD Supra will not disclose personal information to any third party unless we believe that disclosure is necessary to: (1) comply with applicable laws; (2) respond to governmental inquiries or requests; (3) comply with valid legal process; (4) protect the rights, privacy, safety or property of JD Supra, users of the Service, Website visitors or the public; (5) permit us to pursue available remedies or limit the damages that we may sustain; and (6) enforce our Terms & Conditions of Use.

In the event there is a change in the corporate structure of JD Supra such as, but not limited to, merger, consolidation, sale, liquidation or transfer of substantial assets, JD Supra may, in its sole discretion, transfer, sell or assign information collected on and through the Service to one or more affiliated or unaffiliated third parties.

Links to Other Websites

This Website and the Service may contain links to other websites. The operator of such other websites may collect information about you, including through cookies or other technologies. If you are using the Service through the Website and link to another site, you will leave the Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We shall have no responsibility or liability for your visitation to, and the data collection and use practices of, such other sites. This Policy applies solely to the information collected in connection with your use of this Website and does not apply to any practices conducted offline or in connection with any other websites.

Changes in Our Privacy Policy

We reserve the right to change this Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our privacy policy will become effective upon posting of the revised policy on the Website. By continuing to use the Service or Website following such changes, you will be deemed to have agreed to such changes. If you do not agree with the terms of this Policy, as it may be amended from time to time, in whole or part, please do not continue using the Service or the Website.

Contacting JD Supra

If you have any questions about this privacy statement, the practices of this site, your dealings with this Web site, or if you would like to change any of the information you have provided to us, please contact us at:

- hide
*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.