On 1 July 2026, Consob published a consultation document containing proposals to amend the Issuers\u2019 Regulation aimed at identifying the concept of joint holding of shareholdings for the purposes of applying the whitewash mechanism provided for under the rules applicable to newly listed issuers introduced by the Capital Markets Law.<\/p>\n
In particular, the consultation concerns the identification of the criteria for defining the parties that hold, including jointly, a majority shareholding, including a relative majority, exceeding 10%, which is relevant for the application of the whitewash mechanism. This mechanism allows the votes of majority shareholders to be neutralized and is provided for resolutions of newly listed issuers concerning the exclusion of the withdrawal right, including in cases of amendments to the corporate purpose that materially alter business risk, as well as for resolutions amending the articles of association of listed SMEs intending to benefit from the regime applicable to newly listed issuers.<\/p>\n
Among the various options considered, Consob identified as the preferred solution the one considering, among others, the following as joint holders of shareholdings: parties adhering to shareholders\u2019 agreements, companies belonging to the same group, entities linked by control relationships and close family members of relevant shareholders.<\/p>\n