New simplification and regulatory measures to support the competitiveness of the capital market

On the 11th of April 2023, the Council of Ministers met to approve a draft law (the so-called “Ddl. Capitali”) that provides for a series of measures aimed at incentivizing and simplifying the listing of companies on the Italian Stock Exchange, making the Italian capital market more attractive also for potential foreign investors.

This draft is in line with the contents of the MEF's Green Book, drawn up following consultations with social partners.

Indeed, this draft, although it still has to go through the parliamentary approval process, is already in line with the European Union's objectives of fostering business growth granting a better access to capital markets and harmonizing certain corporate law institutions, subjected to regulatory competition among the various member states.

In the latest circulated draft of the “Ddl. Capitali”, there are some amendments to the Italian Civil Code and to the Legislative Decree 58/98 (the so-called “Testo Unico della Finanza”, shortened as TUF). These include the amendment to Article 2351, paragraph 4 of the Italian Civil Code, concerning the possibility for the unlisted joint-stock companies to issue shares with multiple voting rights. This is an issue on which the European Union is also focusing its attention, as emerges from the discussion currently underway around the Listing Act.

Until today, the law sets a maximum of three votes for each share belonging to the special category of multiple voting shares. If the aforementioned draft were to be approved, this limit would increase from three to ten, bringing it closer to what is now already envisaged by several Member States, such as the Netherlands and Sweden, and making the Italian legal system more competitive.

Other changes include, inter alia:

i) the simplification of the admission’s procedures for the listing on the Italian Stock Exchange;

ii) the possibility, until 30 April 2025, for the listed joint stock companies of increasing the share capital with the favorable vote of a simple majority of the share capital represented at the shareholders' meeting (as an exception to the current requirement of a two-thirds majority), provided that at least half of the share capital is represented at the meeting;

iii) the introduction of the new Article 135-undecies in the TUF, which provides for the possibility for shareholders to attend and vote in shareholders' meetings also through an appointed representative;

iv) the repeal of the obligation for controlling shareholders to report transactions which they carried out;

v) the amendment of Article 1, paragraph 1, (w-quater) of the TUF, which provides for the increase from EUR 500 million to EUR 1 billion of the capitalization threshold within which a company may qualify itself as an SME (“PMI”) and benefit from a series of facilitations related to the listing;

vi) the elimination of the maximum amount of bonds a company may issue, provided that they are intended to be purchased exclusively by professional investors;

vii) the extension of the qualification of "professional investor" also to private and privatized social security institutions.