ITALY Law and Practice Contributed by: Roberto Bonsignore, Paolo Rainelli, Gerolamo da Passano and Nicole B. Puppieni, Cleary Gottlieb Steen & Hamilton LLP
• The obligation to disclose in detail all transac - tions on shares of a listed company carried out by shareholders holding at least 10% of the voting rights and by shareholders with a controlling interest has been abolished. This previously applied even if the threshold for the disclosure of significant shareholdings (see 4.2 Material Shareholding Disclosure Threshold ) was not met. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies It is uncommon for a bidder to accumulate a stake in an Italian listed target prior to launching a tender offer as there are several hurdles to this (see 4.3 Hurdles to Stakebuilding ). The main strategies for building a stake involve acquiring shares in the market or utilising deriva - tive instruments related to the listed shares, such as call options or total return equity swaps. Both approaches are subject to disclosure require - ments if the bidder reaches certain actual or potential shareholding thresholds in the target company (see 4.2 Material Shareholding Dis- closure Threshold and 4.5 Filing/Reporting Obligations ). 4.2 Material Shareholding Disclosure Threshold Any person who crosses one of the following thresholds in an Italian listed company, upwards or downwards, must disclose it within four trad - ing days: 3% (applicable only to companies with a market capitalisation of at least EUR1 billion), 5%, 10%, 15%, 20%, 25%, 30%, 50%, 66.6% and 90%. Disclosure is made through a form submitted to the listed company and to CON - SOB, which then publishes a summary.
These disclosure thresholds are calculated as a percentage of the total number of voting shares of the listed company (or, if the listed compa - ny has loyalty shares or multiple voting shares granting more than one voting right, of the total number of voting rights outstanding from time to time). They apply not only to actual holdings ( i.e. the listed target company’s voting shares) but also (excluding the 3% and 90% thresholds) to: • potential holdings held through call options or other physically or cash-settled derivatives or other long positions on the target company’s shares; and • the aggregate of actual and potential hold - ings. 4.3 Hurdles to Stakebuilding The main hurdles to stakebuilding in Italy include the following. • The relatively low disclosure thresholds applicable to the acquisition of both actual holdings ( i.e. voting shares) and potential holdings ( i.e. call options and other physically settled or cash-settled derivatives or other long positions) – see 4.2 Material Sharehold- ing Disclosure Threshold . These thresholds cannot be lowered or raised by the listed company itself. • The requirement for a national security review, to the extent applicable to the acquisition of minority stakes in certain sectors (see 2.6 National Security Review ). • The standstill obligations often imposed on a potential bidder by the main shareholders or the board of directors of the target company once the potential bidder has entered into discussions with them about a possible bid. • The prohibition – stemming from the EU Market Abuse Regulation (Regulation (EU) No 596/2014 of 16 April 2014, as amended)
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