The Italian Securities Commission (Consob) has approved amendments to the Issuers Regulation governing the submission of board candidate lists by outgoing boards, implementing changes to the Consolidated Law on Finance introduced by Italy’s Capital Markets Law. The rule changes were adopted after a two-stage market consultation process, during which Consob sought an interpretative opinion from the Council of State to clarify the scope of the regulatory mandate under the Consolidated Law on Finance. The amendments address, in particular, the second ballot on individual candidates required when the outgoing board’s list receives the highest number of votes in the first vote, and the allocation of board seats reserved for minorities in the scenario set out in Article 147-ter.1(3)(b). The new provisions will enter into force the day after publication in the Official Gazette of the Italian Republic.
Italian Securities Commission (Consob) 2025-11-04
Italian Securities Commission approves Issuers Regulation amendments on outgoing board candidate lists
The Italian Securities Commission (Consob) has approved amendments to the Issuers Regulation, aligning with changes in Italy’s Capital Markets Law. These amendments, following a two-stage market consultation, clarify procedures for board candidate lists and address minority board seat allocations under Article 147-ter.1(3)(b). The provisions take effect the day after publication in the Official Gazette.