Consob Resolution No. 23979 of 14 May 2026, adopted following the consultation launched on 16 March 2026, introduces amendments to the regulations on issuers, markets, and related-party transactions, in implementation of Regulation (EU) 2809/2024 (“Listing Act”) and Law No. 21/2024 (“Legge Capitali«).
Internal Dealing regulation
In exercise of the power granted to the competent Authority under Article 19, paragraph 9, of Regulation (EU) 596/2014 (“MAR”), as amended by the Listing Act, Consob has raised the threshold for notification of transactions carried out by persons exercising administrative, control, or managerial functions, as well as by closely related persons, from EUR 20,000 to EUR 50,000, as provided for in Article 19, paragraph 8, MAR. Consequently, Article 152‑quinquies.1 of Consob Regulation 11971/1999 (“Issuers’ Regulation”) has been amended.
Coordination of CONSOB regulations with the amendments to the TUF introduced by the Legge Capitali
The Consob resolution confirms the regulatory coordination measures required by the Capital Law, which introduced significant changes to the TUF, including:
- the repeal of the provisions on widely held issuers;
- the revision of rules regarding the restoration of free float and conditions for listing certain categories of companies;
- the elimination of certain disclosure obligations for significant shareholders.
These measures aim to align Consob’s regulatory framework with the current legislation.
Regulation of prospectus and public offers of securities
The amendments simplify the rules on prospectuses and public offerings, aligning them with European legislation. In particular, they provide for:
- the removal of the requirement to file with Consob prospectuses for equity and non-equity securities under Article 9, paragraph 1, of the Issuers’ Regulation, after their approval;
- the extension of the language regime already allowing the use of English for prospectuses to all exemption documents whose publication is required by European law in connection with public offerings or admissions to trading, through amendments to Articles 12, paragraph 3‑bis, and 34‑ter of the Issuers’ Regulation;
- the repeal of post-offer disclosure obligations under Article 13, paragraph 3, of the Issuers’ Regulation, applicable to the placement agent in the case of offerings aimed at admission of shares to a regulated market, concerning the submission to Consob of checks on the regularity of placement operations, the allocation, and data on the number of acceptances and applicants for each individual placer;
- the simplification of procedures related to the subscription form, through the removal of Article 34‑quinquies of the Issuers’ Regulation, which required, for the purpose of subscribing to the offer, the signing – including electronically – of a specific “form” or the use of equivalent methods identified in the prospectus.
Finally, a modification has been made to the so-called pre-filing procedure, aimed at facilitating its use to better define the timing of prospectus approval proceedings in the presence of issues of particular relevance to the offering and/or admission to trading. In particular, while maintaining the possibility of using pre-filing only for “matters of particular relevance concerning the offering” and/or “admission to trading,” the resolution amends Articles 4, paragraph 2, and 52, paragraph 2, of the Issuers’ Regulation, clarifying that such matters may concern not only the content of the prospectus but also the “timing of the approval procedure,” which may therefore be subject to preliminary discussions.
