1) CJEU: on the retroactive application of the SMD

By judgment of 11 June 2026 (Case C-65/25), the Court of Justice of the European Union held that neither Directive (EU) 2021/2167 (the so-called Secondary Market Directive or “SMD”) on credit servicers and credit purchasers of non-performing loans, nor Directive (EU) 2015/849 (the “Anti-Money Laundering Directive”) on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, apply to bulk transfers of non-performing loans concluded prior to the expiry of the deadline for transposing the SMD.

In particular, the referring Italian court had requested the Court of Justice to rule on the compatibility with EU law of the national legislation on bulk assignment of non-performing loans in relation to transfer agreements dated before 29 December 2023, with reference to the absence of a formal writing requirement  (notarial deed or authenticated private deed) and the absence for the assignees of an obligation to be enrolled in supervised registers.

The Court clarified that the SMD is not applicable to transfers of loans occurred prior to 29 December 2023 (the deadline for transposing the SMD), the obligations thereof not being capable of retroactive application. Furthermore, the Court of Justice excluded the application of the Anti-Money Laundering Directive on the ground that the purchase or management of non-performing loans does not fall within the economic activities subject to the obligations provided for therein.

In conclusion, in the period prior to 29 December 2023, European Union law imposed neither formal requirements on bulk assignment agreements nor the subjection of assignees to anti-money laundering prudential supervision.

To access the decision, click here.

2) Borsa Italiana: admission to listing requirements and applications updated in line with the Listing Act

On 3 June 2026, Borsa Italiana published Notice No. 28932, in which — in the light of the amendments to the Rules of the Markets organized and managed by Borsa Italiana (the “Rules”) and the related Instructions adopted by Consob — it updated the listing admission requirements and the documentation required to submit listing admission applications.

In particular, by resolution No. 23959 of 22 April 2026, Consob amended the Rules and the Instructions to the Rules in order to align them with the amendments to Regulation (EU) 2017/1129 introduced by the so-called Listing Act. Those amendments entered into force on 5 June 2026.

In the light of the foregoing, Borsa Italiana revised the documentation to be attached to the application for admission to listing of shares of issuers with other securities already listed, clarifying that issuers applying for:

  • the listing of shares and having bonds already listed, are not required to submit financial data to the admission application. The remaining documentation remains mandatory, without prejudice to the requirement that the issuer has published and filed the minimum number of financial statements required by Article 2.2.2, paragraph 1, of the Rules;
  • the listing of a different class from the class of shares already listed, are exempted from the submission of documents relating to the listing agent, declarations on the SGC and the business plan, and curricula of the directors, as well as any document relating to requirements already verified for the previous listing;
  • the listing of warrants and having other securities already listed, are not required to produce documentation relating to requirements already provided for, with the simultaneous removal of the reference to the number of subscribers, given that the requirement for sufficient distribution is not necessary for the admission of warrants.

3) EBA: MiCAR-PSD2 clarifications on the exchange of electronic money tokens for other crypto-assets

On 8 May 2026, the European Banking Authority (“EBA”) published Q&A No. 7084/2024, clarifying the classification of the service consisting in exchanging electronic money tokens (“EMTs”) for other crypto-assets, with particular regard to the interaction between Regulation (EU) 2023/1114 (“MiCAR”) and Directive (EU) 2015/2366 (“PSD2”).

The question arises from the uncertainty as to the nature of EMTs for the purposes of the regulatory framework applicable to crypto-asset service providers (“CASPs”): on the one hand, Article 48(2) of the MiCAR classifies EMTs as electronic money and, accordingly, as “funds” within the meaning of PSD2; on the other hand, Article 3(1), point 7, of the MiCAR defines EMTs as a type of crypto-asset. This ambiguity is relevant for CASPs’ compliance with the payment regulation, since, if the exchange of EMTs for crypto-assets were to be characterized as an exchange of “funds” for crypto-assets — rather than as an exchange of crypto-assets for crypto-assets — CASPs acting as intermediaries might be required to obtain authorization or to register as intermediaries under PSD2.

The EBA clarified that, although EMTs must be considered “funds” — pursuant to Article 48(2) of the MiCAR — Article 3(1), point 7, of the MiCAR defines them as a type of crypto-asset to be treated as such for the purposes of the interpretation of the crypto-asset services framework under the MiCAR. It follows that the service of exchanging EMTs for other crypto-assets falls within the MiCAR regime as an exchange of crypto-assets for crypto-assets, without the PSD2 framework being applicable.