ITALY Law and Practice Contributed by: Francesco Di Carlo and Flavio Acerbi, FIVERS Studio Legale e Tributario
6. Corporate Reporting and Other Disclosures 6.1 Financial Reporting Non-Listed SPAs A non-listed SPA is required to prepare and pub - lish financial statements on an annual basis. A non-listed SPA 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 directors) and approved by the share - holder meeting within 120 days (or 180 days under specific conditions) after the end of each financial year (Articles 2423 and subs. of the Civil Code). Listed SPAs A listed SPA is subject to enhanced transpar - ency and periodic reporting requirements under Italian law (primarily, the UFC). In particular, a listed SPA is required to publish: • annual financial statements, which are drawn up by the management body of the SPA (eg, the board of directors) and approved by the shareholder meeting within 120 days (or 180 days under specific conditions) after the end of each financial year (Articles 154-ter of UFC and 2423 and subs. of the Civil Code); and • half-yearly financial statements, which are drafted and approved by the management body (not approved by the shareholders) within three months from the end of the first semester of the financial year. A listed SPA may also decide to voluntarily pub - lish further periodic financial statements, if dis -
The disclosure includes the identity of the first person/entity at the beginning of the ownership chain. See 6.3 Companies Registry Filings 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 vot - ing 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 (includ - ing any subsequent changes and termination). Specific disclosure requirements apply to share - holders that have launched a takeover bid or that have triggered the thresholds of the mandatory takeover bid. Specific disclosure requirements apply also to institutional investors and asset managers as to their engagement, investment strategies and management agreements, in furtherance of spe - cific provisions of Italian law implementing the EU “Shareholders’ Right Directive II” (those pro - visions also impose specific disclosure require - ments on proxy advisers).
438 CHAMBERS.COM
Powered by FlippingBook