1) Italian Supreme Court: corporate connection, significant influence, dominant influence and group of companies

On 13 April 2026, the Italian Supreme Court, by judgment No. 9260/2026, ruled on the subject of corporate connection (collegamento societario) pursuant to Art. 2359, paragraph 3, of the Civil Code, clarifying the conditions necessary to establish a significant influence between companies.

The Court held that external corporate connection requires a concrete assessment of the effective exercise of a significant influence over the strategic shareholders’ meeting decisions of another company, and cannot be automatically inferred from the mere existence of family or affinity ties between the shareholders of different companies.

While acknowledging that family ties may, in the abstract, be of relevance, the Supreme Court clarifies that, in order to give rise to external corporate connection under Art. 2359, paragraph 3, of the Civil Code, such ties must in practice manifest themselves “in the effective exercise of a significant influence over shareholders’ meeting decisions by a clearly identified company over the others, and therefore presupposes the identification of the dominant entity, the type and manner of influence in the shareholders’ meetings of the connected companies determined by the family relationship with the shareholder of the dominant entity, the determinatioon of which constitutes a question of fact reserved to the court of merits”.

The Court further clarified that the finding of the existence of a corporate connection does not automatically give rise to the presumption of the existence of a group within the meaning of Art. 2497-sexies of the Civil Code, it being instead necessary to provide rigorous proof of the exercise of management and coordination activity.

To access the decision, click here.

2) CJEU: on the criteria for classifying information as inside information under the MAR Regulation

On 19 March 2026, the Court of Justice of the European Union, by judgment delivered in Case C-363/24, ruled on the criteria for classifying information as inside information within the meaning of Regulation (EU) 2014/596 on market abuse (“MAR”), with particular regard to the requirement of “precise nature”.

The Court recalled the conditions required by the MAR, highlighting that information relevant for the purposes of the regulatory framework must (i) be of a precise natire, (ii) not have been made public, (iii) relate, directly or indirectly, to one or more financial instruments or their issuers, and (iv) be likely to have, if made public, a significant effect on the prices of the financial instruments concerned.

With specific reference to the precise nature, the Court clarified that this requirement is met when the information (i) indicates a set of circumstances that exists or may reasonably be expected to come into existence, or to an event that has occurred or may reasonably be expected to occur, and (ii) must be specific enough to enable a conclusion to be drawn as to the possible impact on the prices of the financial instruments concerned. Article 7, paragraphs 1 and 2, of the MAR therefore excludes from the concept of “inside information” only vague or general information from which no conclusion can be drawn as to its possible effect on the prices of the financial instruments in question.

Consequently, according to the Court, information which, upon an ex post investigation, proves to be incorrect may nonetheless constitute inside information if it can be demonstrated that, on the date when it was disclosed, it could have been considered credible and capable of conferring an economic advantage on the party in possession of it vis-à-vis other investors .

To access the decision, click here.