{"id":4969,"date":"2026-04-16T16:03:36","date_gmt":"2026-04-16T14:03:36","guid":{"rendered":"https:\/\/www.crccdlex.com\/?p=4969"},"modified":"2026-04-16T16:53:17","modified_gmt":"2026-04-16T14:53:17","slug":"reform-of-the-consolidated-financial-act-testo-unico-della-finanza-and-of-the-italian-civil-code-legislative-decree-27-march-2026-no-47","status":"publish","type":"post","link":"https:\/\/www.crccdlex.com\/en\/reform-of-the-consolidated-financial-act-testo-unico-della-finanza-and-of-the-italian-civil-code-legislative-decree-27-march-2026-no-47\/","title":{"rendered":"Reform of the Consolidated Financial Act (Testo Unico della Finanza) and of the Italian Civil Code. Legislative Decree 27 March 2026, no. 47"},"content":{"rendered":"

What<\/b> is<\/b> the focus of <\/b>this<\/b> alert?<\/b><\/h4>\n

Legislative Decree no. 47, approved on 27 March 2026.<\/p>\n

Who is this alert targeted at?<\/b><\/h4>\n

General counsels, legal offices, corporate secretary offices, secretaries of the board of directors, CFOs, and listed companies\u2019 investor relators.<\/p>\n

What<\/b> is<\/b> the <\/b>purpose<\/b> of <\/b>this<\/b> alert? <\/b><\/h4>\n

To identify the key changes introduced by the reform of the Consolidated Financial Act and of the Italian Civil Code.<\/p>\n

Consolidated Financial Act. The main thematic areas covered<\/strong><\/h3>\n

\"\"<\/p>\n

Key changes – takeover bid<\/strong><\/h3>\n

New trigger <\/b>thresholds<\/b><\/h4>\n

Full takeover bid<\/b><\/u>: (i) single threshold of 30%<\/b> of shareholding or voting rights; (ii) elimination of the reduced threshold of 25%<\/b> for larger companies (non-SMEs<\/b>) and of the possibility for SMEs to identify a threshold <\/b>ranging between 25% and 40% in their by-laws<\/b>.<\/p>\n

Consolidating takeover bid<\/b><\/u>: threshold raised from 5% to<\/b> 10%. <\/b><\/p>\n

Exemptive<\/b><\/u> voluntary<\/b><\/u> takeover<\/b><\/u> bid<\/b><\/u>: <\/b>threshold lowered from 60% to 50%.<\/b><\/p>\n

Reference period for the “<\/b>best price rule”<\/b><\/h4>\n

The reference period for assessing purchases made prior to a takeover bid in order to determine the minimum bid price has been reduced from 12 to 6 months<\/b>. For an e<\/b>xemptive<\/b> voluntary<\/b> takeover<\/b> bid<\/b>, the reference period for assessing any subsequent mandatory takeover bid has also been reduced from 12 to 6 months.<\/b><\/p>\n

Offer document in English<\/b><\/h4>\n

Introduction of the possibility to draft the offer document in English<\/b> (or in another language commonly used in the financial market). In such cases, a summary note in Italian<\/b> is required.<\/p>\n

Consob\u2019s<\/b> investigative powers<\/b><\/h4>\n

Consob’s power to suspend proceedings<\/b> will no longer arise whenever \u201cadditional information\u201d is required, but only when there is \u201cserious lack of information\u201d<\/b>. When authorisations by sector-specific regulations are needed (e.g. by the Bank of Italy, the ECB, or IVASS), the deadline for Consob’s approval is extended from 5 to 10 days from the date of the notification of such <\/b>authorisations<\/b>.<\/p>\n

Acting in concert<\/b><\/h4>\n

The definition of persons acting in concert is amended. Concerted action aimed at maintaining control is no longer relevant.<\/b><\/p>\n

The absolute presumption of concerted action becomes a rebuttable presumption<\/b> (thus allowing for evidence to the contrary).<\/p>\n

Full acquisition upon shareholders\u2019 authorization <\/b><\/h4>\n

Introduction of a new procedure, which allows the extraordinary shareholders\u2019 meeting<\/b> of listed companies <\/b>to resolve upon the acquisition of the company\u2019s entire share capital by a party identified by the board of directors<\/b>, with the favorable vote of at least 75% of the share capital represented at the meeting. The shareholders\u2019 meeting\u2019s resolution also requires the favorable vote of the majority of the issuer\u2019s shareholders present at the meeting, excluding: (i) the shareholder who submitted the proposal and those acting in concert with that shareholder, as well as (ii) shareholders who, individually or in concert, hold a majority stake\u2014even if a relative majority\u2014provided it exceeds 10% of the company’s share capital.<\/p>\n

Squeeze-out<\/b><\/h4>\n

Extension of the squeeze-out mechanism beyond full takeover bids to cover also sell-out scenarios (i.e., purchases pursuant to Article 108(2) of the TUF). The reform broadens the application of the squeeze-out following a full takeover bid to financial instruments other than shares (e.g., savings shares).
\nLowering of the squeeze-out threshold from 95% to 90%.<\/b><\/p>\n

Anti-<\/b>rumour<\/b> provision<\/b><\/h4>\n

Introduction of a so-called \u201cput up or shut up\u201d<\/b> rule (of anglo-saxon origin), aimed at reducing circumstances od uncertainty and preventing unwarranted speculations. Where rumors or market speculations are spreading, Consob may set a deadline by which a potential offeror must publicly announce whether it intends to launch a takeover bid<\/b>. In the event of no response or a negative statement<\/b>, the potential offeror will be prohibited from launching an offer<\/b> (in respect of any financial instruments of the same issuer) for the following 12 months<\/b>.<\/p>\n

New<\/b> exemption from mandatory takeover bid<\/b><\/h4>\n

The reform expressly provides that Consob may, by regulation, identify a new exemption from the mandatory takeover bid requirement in the event of a threshold being exceeded <\/b>as a result of<\/b> capital contributions in kind<\/b>, in a manner analogous to the exemptions already provided in cases of mergers and\/or demergers.<\/p>\n

Takeover <\/b>bid<\/b> on EGM<\/b><\/h4>\n

Introduction of a provision granting Borsa Italiana, as the market operator, the authority to adopt measures in line with those under Article 110 of the TUF (such as suspension of voting rights and the obligation to sell shareholdings), as well as other appropriate measures.<\/p>\n

Key changes – listed companies<\/strong><\/h3>\n

Simplification of disclosure requirements for newly listed companies<\/b><\/h4>\n

An exemption from the obligation to publish regulated information in newspapers
\nfor newly listed companies that have opted, through a statutory amendment, for the simplified regime, resulting in reduced costs and compliance obligations<\/b>.<\/b><\/p>\n

Shareholders\u2019 meetings<\/b><\/h4>\n

Remote participation <\/b>is encouraged (unless requested by shareholders representing at least 1\/20 of the share capital with voting rights on the items on the agenda); in the absence of an express statutory provision, the board of directors may decide on the relevant matter.<\/p>\n

Provisions have also been introduced to limit \u201cmerely disruptive\u201d activities.<\/b><\/p>\n

Liability<\/b> of the Board of Statutory Auditors<\/b><\/h4>\n

For<\/b> listed companies, the limitation of liability <\/b>provided under Article 2407 of the Italian Civil Code is<\/b> excluded<\/b>.<\/p>\n

Down-listing<\/b><\/h4>\n

Provision for an alternative to delisting: the transfer from the regulated market Euronext Milan to the multilateral trading system Euronext Growth Milan \u2013 EGM, resulting in reduced compliance obligations and costs.<\/p>\n

Simplified<\/b> Regime<\/b><\/h4>\n

Introduction of a simplified regime for newly listed companies and listed SMEs <\/b>with a market capitalization of less than 1 billion.<\/p>\n

The companies must opt in, with an amendment to their by-laws which can provide for: <\/b>(i) more flexibility for transactions with related parties, (ii) corporate bodies to be appointed using methods other than list voting, (iii) exclusion of certain grounds for the exercise of withdrawal rights, and (iv) simplified quorum for the approval of the amendments to the by-laws.<\/p>\n

Cooperative compliance<\/b><\/h4>\n

Operators are permitted to submit questions to Consob and the Bank of Italy for a preliminary assessment of specific situations <\/b>that could result in violations of the provisions subject to their respective oversight.<\/p>\n

Abolition<\/b> of the interlocking prohibition<\/b><\/h4>\n

The<\/b> prohibition<\/b> preventing senior officers and individuals holding positions on management, supervisory, or control bodies of companies or groups operating in the banking, insurance, and financial markets from assuming or exercising equivalent positions in competing companies or groups has<\/b> been<\/b> abolished<\/b>.<\/p>\n

Restrictions on multiple and enhanced voting rights<\/b><\/h4>\n

Multiple<\/b> and<\/b> enhanced<\/b> voting<\/b> rights<\/b> are<\/b> neutralized<\/b> for resolutions concerning: (i) mergers that result in delisting; (ii) transfer of the registered office abroad; (iii) total acquisition following shareholders\u2019 authorization; (iv) delisting; (v) down-listing.<\/p>\n

Corporate governance report<\/b>: new mandatory information on AI<\/b><\/h4>\n

New disclosure obligations <\/b>have been added concerning the company\u2019s policies, if any, regarding (i) the use and monitoring of new technologies<\/b>, in particular AI systems<\/b>, within administrative, organizational, and accounting structures; and (ii) the management and monitoring of IT risks<\/b>, including cybersecurity risks <\/b>and risks arising from the integration of new technologies into administrative, organizational, and accounting structures.<\/p>\n

Possibility to render the resolution on the remuneration policy non-binding<\/b><\/h4>\n

The by-<\/b>laws<\/b> can be <\/b>amended<\/b> to set forth that the shareholders\u2019 approval of the remuenration policy is not<\/b> binding<\/b>. If the by-laws is not amended, the shareholders\u2019 resolution remains binding.<\/p>\n

Listed companies: what’s next?<\/strong><\/h3>\n

\"\"<\/p>\n

Italian Civil Code. Main thematic areas covered<\/strong><\/h3>\n