ITALY Law and Practice Contributed by: Roberto Bonsignore, Paolo Rainelli, Gerolamo da Passano and Nicole B. Puppieni, Cleary Gottlieb Steen & Hamilton LLP
• whether the shareholder intends to continue acquiring shares and/or to acquire control or exercise a dominant influence over the management of the company, along with the strategy to achieve this result; and • whether the shareholder intends to change the composition of the board of directors or the board of statutory auditors ( collegio sin- dacale ) of the company. If any of the above intentions change during the six-month period, the disclosure must be updat - ed accordingly. However, disclosure is not required if the acqui - sition of a 25% or greater holding triggers a mandatory tender offer, as in this case the bid - der’s intentions will be announced in a separate disclosure relating to the tender offer. 5. Negotiation Phase 5.1 Requirement to Disclose a Deal Pursuant to the EU’s Market Abuse Regulation (Regulation (EU) No 596/2014 of 16 April 2014, as amended), Italian listed target companies are obliged to immediately disclose any “inside information” to the public via a press release. Inside information refers to information that is: • precise in nature; • not publicly available; • price-sensitive; and • directly or indirectly related to the listed target company. In protracted processes like the preparation and negotiation of a public M&A deal, any intermedi - ate step, as well as the future end result (or even a future intermediate step), may qualify as being precise enough to trigger a disclosure obliga -
tion of the listed target that is involved or aware of the process. This includes situations where a potential bidder approaches the target’s board for permission to conduct due diligence. While there are no hard and fast rules and the assess- ment must be made by the target on a case-by- case basis, considering a number of elements (including the extent to which the consideration to be offered to the target’s shareholders has been determined and the degree of likelihood of the offer being completed), inside information may arise as soon as a potential bidder sends a non-binding offer letter to the target’s board or enters into a non-binding letter of intent with the target’s major shareholders. However, the listed target company may opt to delay the disclosure of inside information under the following conditions: • immediate disclosure would likely prejudice the legitimate interests of the target, such as, arguably, pursuing and possibly complet - ing an M&A transaction in the interest of the target and its shareholders; • delaying disclosure is not likely to mislead the public; and • the target can ensure and maintain confiden - tiality ( i.e. no leaks). The above rules on the disclosure of inside information in the context of a protracted pro - cess and on the conditions to possibly delay disclosure will change significantly starting from June 2026, when the relevant amendments to the EU’s Market Abuse Regulation introduced by the EU’s Listing Act will come into force. In summary, these amendments provide that the disclosure obligation will no longer apply to the intermediate steps (eg, mere intentions or ongo - ing negotiations), but only to the final event (eg, the decision to enter into the transaction), pro -
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