The regulatory framework


The new segment of Borsa Italiana is the result of important regulatory changes introduced in 2012 with the "Decreto Sviluppo" and the "Decreto Sviluppo-Bis" and enriched later during 2013 and 2014 with "Piano Destinazione Italia","Decreto Competitività 2014" and IVASS Regulations.

These innovations have the purpose to facilitate access to capital markets for Italian private companies, other than micro enterprises, particularly sensitive in times of financial crisis, given the average composition of their funding sources strongly focused on short-term bank debt. Two directions have been taken. On one side, to facilitate companies using capital instruments in order to reach a new equilibrium in the liabilities composition. On the other side, to direct institutional investors towards the real italian economy.

More specifically, the main interventions in favor of the companies can be summarized as follows:

  • Removal of quantitative limits regarding the issuance of bonds, under certain conditions, by Limited Company (Art. 2412 of Civil Code)
  • Introduction of the possibility of issuing commercial paper under dematerialized regime by companies other than micro-enterprises
  • Introduction of the possibility of issuing bonds with participation clauses by companies other than micro-enterprises
  • Assimilation of deductibility of interest expenses for private companies under certain conditions
  • Extension the deductibility of issue expenses regarding debt instruments to private companies
  • Reduction of the minimum capital requirements for Limited Company
  • Introduction for private companies to adopt international accounting standards ("IAS")

The main measures to address steadily investors towards the debt instruments issued by Italian companies can be summarized as follows:

  • Withholding tax exemption on income from debt securities in presence of certain conditions for foreign investors (white list) and securitization companies
  • Introduction of debt securities, asset-backed securities and units of debt funds as assets to cover the technical provisions of insurance companies
  • Guarantee Extension of Fondo Centrale di Garanzia to debt instruments
  • Simplification of securitization procedures
  • Fiscal incentives for Pension Funds and Superannuation Funds that invest on real economy

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