ITALY Law and Practice Contributed by: Francesco Di Carlo and Filippo Raynaud, FIVERS Studio Legale e Tributario
In a listed SPA, the by-laws may entitle the board of directors to provide that the shareholders may par - ticipate in a meeting only through a designated proxy (ie, the shareholders may vote only through voting instructions given to the designated proxy ahead of the meeting). The minutes of each meeting are signed by the chair - person and the secretary and included in the official book of shareholder meetings. SRL The rules governing the holding and conduct of quo - ta-holder meetings in an SRL are very flexible. The by-laws of each SRL may determine the means and timing for the calling of a meeting. 4.4 Shareholder Claims Shareholders are entitled to claim damages against the directors, in the event of a breach of their duties, as well as against the parent company (if it exercises direction and coordination over the company) and its directors, in case of breach of the “principles of proper corporate and business management” (see 3.8 Breach of Directors’ Duties ). 4.5 Shareholders in Publicly Traded Companies In general, under Italian law each person is required to notify the Market Authority (Consob) and the rel - evant listed company whenever it acquires or reduces its participation above or under specific thresholds of the voting share-capital (ie, 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50%, 66.6%, and 90%). For SMEs (small and mid-size enterprises), the initial threshold is reduced to 5%. Disclosure obligations also apply when a person acquires a significant “long-position” on the shares of a listed company through financial instruments, derivatives and other contracts (subject to specific thresholds and exemptions). The disclosure includes the identity of the first person/ entity at the beginning of the ownership chain. See 5.4 Global Anti-Money Laundering as to the disclosure of the beneficial owners of a company pursuant to applicable anti-money laundering regulation.
In addition to the disclosure obligations above, any person acquiring a participation above the 10%, 20% and 25% thresholds in the voting share-capital of a listed company are also required to disclose additional information, including its future plans regarding the company for the subsequent six months and the origin of the funds used for the acquisition. The shareholders of an Italian listed company are also required to disclose the existence and content of any shareholders’ agreement (including any subsequent changes and termination). Specific disclosure requirements apply to sharehold - ers that have launched a takeover bid or that have trig - gered the thresholds of the mandatory takeover bid. Specific disclosure requirements apply also to institu - tional investor and asset managers as to their engage - ment, investment strategies and management agree - ments, in furtherance to specific provisions of Italian law implementing the EU “Shareholders’ Right Direc - tive II” (those provisions also impose specific disclo - sure requirements on proxy advisors). A non-listed SPA is required to prepare and publish financial statements on an annual basis, but is not required to approve any interim financial reporting, unless so required by the company’s by-laws and/or sector laws. Draft annual financial statements are drawn up by the management body of the SPA (eg, the board of direc - tors) and approved by the shareholder meeting within 120 days (or 180 days under specific conditions) after the end of each financial year (Articles 2423 and sub - sequent of the Civil Code). Listed SPAs A listed SPA is subject to enhanced transparency and periodic reporting requirements under Italian law (pri - marily, the UFC). 5. Corporate Reporting and Disclosures 5.1 Financial Reporting Requirements Non-Listed SPAs
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