The new Consolidated Finance Act (TUF) is nearing completion, the draft of which was examined in the pre-council of ministers. The reform falls within the framework of the Capital Law (law 5 March 2024 n. 21), which contains a delegation to the government to issue one or more decrees to update the old TUF within a period of 24 months. It is expected to come into force at the beginning of 2026.
The main innovation concerns the return to the single threshold of 30%, upon reaching which the obligation to launch a takeover bid (public takeover offer) on a listed company is triggered. Then there is Consob’s strengthened surveillance of rumors relating to new operations, a different regulation of meetings, in which the figure of so-called “disturbers” emerges, and new rules to make the Italian capital market more attractive, including downlisting instead of delisting.
The 30% threshold returns for takeover bids
The regulation on mandatory takeover bids returns to the mechanism of the single threshold of 30% for all companies, aligning our regulation with that prevailing in the EU. Currently, for larger companies, exceeding the 25% threshold, in the absence of another shareholder with a higher stake, is sufficient to trigger the obligation to promote a mandatory takeover bid. For medium and small companies, with a capitalization of less than 1 billion euros, the threshold is 30%. Another innovation is that which reduces the relevant period for determining the price of the takeover bid from 12 to 6 months.
A new institution is also envisaged, namely the totalitarian purchase upon authorization of the shareholders, inspired by similar instruments of certain common law systems.
The reform also intends to implement greater control over the rumors that circulate, sometimes well in advance of possible operations. In this case, Consob may ask for clarifications from the company appearing as a potential bidder and, if the latter does not provide sufficient explanations or does not confirm interest, a one-year block will be triggered, during which it will no longer be able to launch an offer on the target company.
The reform of takeover bids – we read in the draft under study – intends “on the one hand to increase the competitiveness of the capital market, recognizing greater space for market demands; on the other hand to simplify and rationalize the regulation of issuers, also through the elimination of various ‘gold plating’ hypotheses (more rigid internal rules) still present in our system”.
The new discipline of assemblies
The TUF reform also dictates a new regulation of meetings, stabilizing the figure of the sole designated representative of the shareholders in remote meetings, inherited from the pandemic, albeit with some protections for minority shareholders. Less space for the so-called “disturbers” in the meeting, i.e. for those shareholders who, with very few shares in their possession, intervene at the meeting and prolong the time: the discussions will be limited to shareholders who have at least 0.1% of the capital.
The reform introduces simplifications for stock exchange registers and for medium and small companies, with less than 1 billion euros in capitalisation, which will be able to derogate from some rules, including the renunciation of list voting.
Downlisting: a stop to the delisting hemorrhage
The TUF reform makes a distinction between companies preparing for listing and companies that are already listed. For the latter, rules are dictated aimed at promoting the competitiveness of the market, increasing the propensity of Italian companies to access and remain there, with the aim of stemming the phenomena of “escape” towards foreign systems.
The changes concern: corporate information; ownership structures; the assembly; competition between markets and so-called downlisting.
As regards corporate information, the repeal of the obligation to publish it in national daily newspapers is envisaged; the elimination of the obligation, with the aim of removing a more stringent rule than the European Union regulation (gold plating) and reducing the cost (direct and indirect) linked to listing
The objective of contributing to the development of the Italian capital market, which suffers from problems of undersizing, is also satisfied by the rules that aim to facilitate mobility from the regulated market (MTA) to multilateral trading systems (MTF) such as the Growth market dedicated to small and medium-sized enterprises. In recent years, the Growth market has experienced the most significant growth, also due to lower listing costs, which is why the aim is to encourage the so-called downlisting (transition from the regulated market to the Growth market) rather than proceeding with delisting.
