The reform of the Consolidated Law on Finance (Tuf) has finally arrived on the table of the cabinet, having a deep rewriting of the so-called Draghi law dating back to 1998. In the draft, the main novelty it concerns the single threshold for the ' the obligation of launching apurchase offer totalitarian on a listed company, that will return to 30%, “in line with numerous other European legal systems and in full compliance with the discretionary margins left to the Member States by the 2004 Directive” states the document.
Currently, in larger companies, a shareholder who holds more than 25% of the company's shares in the absence of another shareholder with a higher stake must launch a mandatory takeover bid, while for medium-sized and small companies with a market capitalization of less than €1 billion, the threshold is already 30%.
Another novelty is that will be halved, from 12 to 6 months, period relevant for the purposes of determining the price of the takeover bid.
An anti-whisper reform in takeover bids and an anti-disturber reform in shareholders' meetings
The reform also aims to implement a greater control over leaks that revolve around potential transactions. In the event of news regarding potential takeover bids, Consob may request clarification from the company preparing to launch the offer. If the company fails to provide sufficient explanations or fails to confirm its interest, a one-year ban will be triggered, during which it will not be able to launch any takeover bids on the listed companies indicated by the rumors.
The reform also stabilizes the sole representative of the members in remote assemblies, legacy of the pandemic, albeit with protections for minorities aimed at closing the infringement procedure The EU opened the meeting in May. However, the "hybrid" meeting, a mix of in-person and out-of-person meetings, which foreign funds don't like, will not be permitted.
There will also be less space for the so-called "disturbers" in the assembly, the members who intervene with very few shares and prolong the times: the discussions will be limited to members who have at least 0,1% of the capital.
Stock Exchange freshmen can waive the list vote
The reform also introduces simplifications for the stock exchange freshmen and for medium and small companies, with less than 1 billion euros of capitalization, which will be able to to derogate from some rules, among which the renunciation of the list vote, one of the cornerstones of the Draghi law for the protection of minorities. However, it is expected that possibility, including for SMEs issuing listed shares that have not exceeded the market capitalization limit of 1 billion euros in the three financial years preceding the entry into force of the decree, "to decide to avail themselves of the new regulatory regime, within two years of the entry into force of the decree, by amending their corporate bylaws accordingly, provided that they do not exceed the aforementioned capitalization limit even at the time of opt-in".
The objectives of the new TUF and the focus on savings
The new TUF has the objective of "supporting the growth of the country, promote companies' access to venture capital with particular regard to regulated markets, promote access to small and medium-sized businesses alternative forms of financing and the channeling of investments towards companies and making companies more attractive to international investors" as well as "increasing the competitiveness of the national market and simplifying and rationalizing the regulation of issuers", states the legislative decree.
The new document essentially aims to attract capital to the Italian stock market, which suffers from structural problems of undersizing, with the introduction of the Anglo-Saxon system of limited partnerships aimed at private equity and venture capital, to the simplified regimes for the alternative funds, until the introduction of limited partnerships with many exceptions to the provisions of the Code. In fact, "the rules of the collective savings management with particular reference to private equity and venture capital activities, recognized as sectors capable of ensuring the development and subsequent growth of companies, promoting fundamental innovation processes and contributing to increased employment" reads the explanatory report.
