Consob launches consultation on new disclosure requirements on stakebuilding
July 2019

Consob has just launched a consultation on secondary level regulations to implement the disclosure requirements on stakebuilding in Italian listed companies (introduced by Law Decree No. 148/2017, converted into Law No. 172/2017). Market operators have until 17 July to submit comments.

The proposed disclosure requirements, which include a duty on purchasers to declare their intention, are aimed at strengthening defences against hostile takeovers and are additional to the rules under the Transparency Directive. They apply when the purchaser crosses certain shareholding thresholds (10%, 20% and 25%).

The consultation mainly concerns possible exemptions from the proposed disclosure duties in certain circumstances when the purchase does not imply a change in governance (and so there is no need to provide additional disclosure to the market), namely, when:

  • a shareholder already holds more than 50% of the company’s voting rights;
  • the purchaser and the seller belong to the same group;
  • the purchase derives from an operation that is independent from the purchaser’s intention to increment its stake (e.g., it derives from the exercise of option rights, the conversion of pre-existing rights or the reduction of the issuer’s share capital);
  • the purchase is made in the context of a takeover; or
  • the purchase is exempt from the ordinary disclosure duties under the Transparency Directive (e.g., it falls under financial intermediaries’ and assets managers’ regulated operations).

Consob is also using the consultation as an opportunity to propose certain disclosure duties on listed companies that no longer qualify as an SME and on their shareholders who own a 3–5% stake.