Reform of TUF: modernisation of the national framework
Alongside European measures, TUF has also undergone revision
The reform of Testo Unico della Finanza (TUF) modernises the national regulatory framework, complementing European initiatives with measures designed to facilitate company access to regulated markets and streamline the experience of a listed company.
Key changes include the introduction of an optional regime for newly listed companies, allowing them to benefit from more gradual requirements that can be tailored, thanks to greater statutory autonomy, to the company-specific characteristics and investor needs.
Governance rules have also been updated, offering greater flexibility in the conduct of shareholder meetings, aligning with international best practices.
Regarding public tender offers, the reform introduced, among other things, harmonised thresholds and some simplifications to enhance market efficiency, safeguard equal treatment and reduce regulatory uncertainty.
What changes?
- New regime for newly listed issuers: a transitional period with more gradual requirements for newly admitted companies has been introduced to facilitate their entry into regulated markets.
- First, a dedicated regime for newly listed issuers is being introduced, that provides for a more gradual application of certain requirements, such as rules on slate voting, the framework for related party transactions, and withdrawal rights. This approach eases the listing on the stock exchange, preventing companies from facing a high level of regulatory complexity.
- New governance rules: updates aimed at making corporate governance models both more flexible and more transparent.
Governance rules have also been revised to offer companies greater flexibility regarding how shareholder meetings are conducted, while maintaining adequate levels of investor protection. The result is a better aligned system with international practices and more suitable to heterogenous companies.
- Simplification of takeover bids: the relevant threshold is harmonised and the post-offer procedure is simplified, thereby reducing complexity and timeframes.
Another area of action concerns takeover bids, with both harmonisation of relevant thresholds and simplification of post-offer procedures. This makes extraordinary transactions faster and less complex, while enhancing regulatory certainty.
For further details, contact: borsaitalianaprimarymarkets@euronext.com