ITALY Law and Practice Contributed by: Paolo Balboni, Luca Bolognini, Giulio Monga and Carmine Antonio Perri, ICT Legal Consulting
Consob will grant its approval within 15 days from the filing of the offer document – or within 30 days if the offer concerns financial instruments that are unlisted or traded on multilateral trading facilities – if the docu- ment is suitable to enable the recipients to reach an informed assessment of the offer. Consob may indicate to the bidder additional infor- mation to be provided, specific publication require- ments, or particular guarantees to be given. Where supplementary information is requested, the statutory term will be suspended once, until the information is received. If the offer requires authorisations from other supervi- sory authorities, Consob will issue its approval within five days from the communication of such authorisa- tions. Upon expiry of the statutory period, the offer docu- ment is deemed approved by operation of law. Pursuant to Consob Regulation No 11971/1999, the term for the acceptance of an offer will be agreed between the bidder and the financial market manager or Consob, where applicable. In general, the accept- ance period for a takeover offer will last between 15 and 25 trading days for mandatory offers, and between 15 and 40 trading days for voluntary offers. Consob may, for reasons of investor protection or proper con- duct of the offer, extend the duration up to 55 days. The offer period may also be automatically extended if a shareholders’ meeting is convened under Article 104 TUF. If a competing offer is launched, Consob will con- sult the interested parties and then co-ordinate the conducting of the offers to ensure that shareholders have an equal period of time to evaluate and accept any of them. The acceptance period of the offers and the expected date for the publication of the results are aligned with those of the latest competing offer, unless the previous bidders, within five days from the publication of the competing offer, notify Consob and the market of their intention to maintain the original deadline. In that case, counteroffers ( rilanci ) are not possible.
In general, competing offers and subsequent counter- offers must be submitted within five days prior to the term of acceptance of the original offers or of the last competing offer submitted. 6.14 Timing of the Takeover Offer Under Article 40 of Consob Regulation No 11971/1999, the acceptance period for a takeover offer lasts between 15 and 25 trading days for mandatory offers and up to 40 days for voluntary ones. Consob may extend the duration, even more than once and up to 55 days, where necessary for the prop- er conduct of the offer or the protection of investors (Article 40 (4) TUF) – for instance, when the comple- tion of the offer depends on antitrust, Golden Power or other regulatory clearances. According to Article 102 (4) TUF, if such authorisations are required, Consob’s approval of the offer document is suspended until they are obtained. These regulatory approvals constitute legitimate objective conditions for the suspension under Article 40 (1) of the Consob Regulation, since they do not depend on the bidder’s discretion. In practice, bidders typically notify the relevant author- ities immediately after announcing the offer and obtain clearances before the end of the acceptance period; if approvals are delayed, Consob extends the timetable accordingly. 7. Overview of Regulatory Requirements 7.1 Regulations Applicable to a Technology Company In Italy, establishing and operating a technology com- pany does not generally require prior authorisation, unless the company operates in a regulated technol- ogy sector such as fintech, cloud and cybersecurity services, healthtech, telecoms, or online gaming. Regulatory supervision is sector-based and focuses on activities that may impact financial stability, net- work security, or personal data protection.
167 CHAMBERS.COM
Powered by FlippingBook