On 29 September 2018, Legislative Decree No. 107/2018 entered into force, amending Legislative Decree No. 58/1998 (the Italian Securities Act) to transpose EU Regulation No. 596/2014 (MAR or Market Abuse Regulation).
A regulatory intervention of the Consob, the Italian Securities and Markets Authority, will be required to fully implement the amendments to the Italian Securities Act.
The principal amendments relating to disclosure of inside information are the following:
- the introduction of a specific obligation for the parent company to provide its controlled companies instructions for the communication of information to the parent to enable it to comply with its obligation under MAR to promptly disclose inside information;
- in the event of an inside information disclosure delay, companies are now only obligated to file the notification of the delay with the Consob, without providing all the relevant information (i.e. the justification for the delay); however companies must still keep a record of this relevant information and shall file it with the Consob upon request; and
- significant shareholders (holding at least 10% of the company's share capital) must disclose their transactions in the companies' shares.
The main amendments relating to market-abuse sanctions are the following:
- as already provided under MAR, Art. 183 of the Italian Securities Act now provides for an exemption in the event companies trade their own shares, within the limitations set forth by specific safe harbours approved by the Consob (pratiche di mercato ammesse); and
- new specific sanctions (i.e. monetary fines and/or imprisonment) for natural persons and entities found to have breached obligations under MAR and Italian regulations in relation to disclosure of inside information, insiders' list management and internal dealing transactions.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.