[Newsflash n. 30]

 

After the implementation at primary legislation level through the amendment of the Italian Financial Act by Legislative Decree no. 71/2016, on 27 April 2017 CONSOB approved the amendments to “CONSOB Regulation on issuers” (11971/1999) and to the “Joint CONSOB-Bank of Italy Regulation dated 29 October 2007” on the organisation and procedures of intermediaries providing investment services or collective investment management services, as required in order to adapt also the Italian secondary legislation to the European Directive no. 2014/91 relating to the undertakings for collective investment in transferable securities (“UCITS V”).

The changes to CONSOB Regulation on issuers (Resolution n. 19974 of 27 April 2017) broadly consist of:

  1. the increase of disclosure requirements on the following topics:
    • depositary bank;
    • staff remuneration policies and practises with reference to the information requirements to be complied with in the prospectus and KIID (Key investor information document);
    • potential conflict of interest; and
    • potential delegation of custody functions
  2. the fine tuning of existing provisions to ensure a more effective harmonisation and coordination with the provisions on public offering contained in the European Directive no. 2011/61 (“AIFMD”).
  3. the transposition of transparency requirements set out by the European Regulation no. 2015/2365 concerning securities financing transactions and total return swaps (“SFTR”), in the offering documents concerning collective investment undertakings.

The changes to the Joint CONSOB-Bank of Italy Regulation (Joint Resolution Consob-Banca d’Italia of 27 April 2017) mainly concern:

  • the extension of the scope of the regime of remuneration policies to UCITS management companies;
  • the introduction of certain specific provisions concerning the role of corporate bodies;
  • the provisions concerning the structure of the overall remuneration;
  • the clarification on the scope of the principle of proportionality and on the application of the rules applicable to banking group or investment firms.

Please do not hesitate to contact us should you need any clarification on the subject matter of this Newsflash.

 

Contacts:

Vito Vittore
Senior Partner

Elena Pagnoni
Of counsel

Luigi Bonifacio
Associate

Chiara Calzecchi Onesti
Associate