ITALY: CONSOB consultation on changes to Italy major shareholding rules on trusts

Monday June 24 2013

CONSOB has published a consultation in which it proposes amendments to the Italy major shareholdings rules under Article 120 of the Consolidated Law on Finance as regards its application to trusts.

CONSOB has stated that the current rules as regards ownership of the interests in a trust by the trustee do not deal with the circumstances where the real decision-making processes, or important powers of intervention regarding the exercise of voting rights related to the participation, are allocated to other entities of the trust, leading to a separation between formal ownership and real ownership of the shareholding.

CONSOB has proposed to issue a general communication imposing, pursuant to art. 115, paragraph 2, of the Consolidated Law on Finance, that the trustees holding a significant interest in the share capital or participating in a shareholders` agreement pursuant to Article 122 of the Consolidated Law on Finance, have the obligation to inform CONSOB, upon making the notice pursuant to Article 120 of the Consolidated Law on Finance, of the following additional information:

– The identity of the beneficiaries, the settlor, the protector (if any) or the legal representative;

– any powers of intervention in the management of the equity investment assigned by the deed of incorporation to subjects other than the trustee;

– The nature of the trust;

– any overlays of subjects (natural persons and legal entities) involved in the trust as beneficiary, settlor, trustee or protector and the subjects (natural persons and legal entities) that are part of the investment chain headed by the trust, namely of the group in which it comes, and those with senior positions of any type in these contexts.

CONSOB shall publish on its website, in accordance with article 114, paragraph 5, of the Consolidated Law on Finance, the information required for a proper transparency of ownership structures in order to protect investors and ensure the smooth operation of the market.

Responses to the consultation can be submitted until 5th July 2013.

Click on the above link for the consultation (only in Italian). Click here for the press release in English.