On 6 February 2024, the Italian Chamber of Deputies has approved the new Italian Capital Markets Bill (DDL Capitali), which introduces several changes to foster the “competitiveness” of the Italian capital markets.
Even if the bill has not officially entered into force yet (the approval by the Italian Senate is required, albeit only for funding purposes), the new provisions regarding Italian financial and corporate law can be considered in their final form.
The main corporate law changes are:
- New regulations for the renewal of boards of listed companies.
- Increase of multiple-vote rights for shares of unlisted companies.
- Possibility to hold shareholders' meetings of companies admitted to trading on alternative markets exclusively through a designated representative.
What are the changes?
- Bylaws of listed companies can provide that the resigning Board of Directors submits its own list of candidates for the renewal of the Board of Directors, provided that it contains a number of candidates equal to the number of members to be elected increased by one-third. A quorum of two-thirds of the members of the Board is required to decide on the submission of the list.
- Pursuant to the amended Article 2351 of the Italian Civil Code, bylaws of unlisted companies can assign up to ten votes for each multiple-vote share.
- Listed companies can provide in their bylaws that, in addition to the current existing premium of 2 votes per share, an additional 1 vote may be earned after a minimum of 2 years of uninterrupted ownership, and subsequently, 1 vote for each additional 12-month period, with an increase up to a maximum of 10 votes per share.
- Companies admitted to trading on alternative markets can provide in their bylaws that shareholders' meetings are held exclusively through a designated representative.
Next steps
The new bill also gives the government extensive power to put in place a deep reform of the Italian Financial Code Legislative Decree no. 58 of 24 February 1998 (TUF) within one year. This is very important, as it allows the government to update and improve other parts of the Italian law regarding listed companies and financial markets.
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