In its meeting on October 8, 2025, the Italian Council of Ministers approved, in a preliminary review, the Legislative Decree amending both the Consolidated Financial Act (Testo Unico della Finanza — CFA) and the provisions of the Civil Code relating to joint-stock companies that also apply to listed companies, with the aim of facilitating access to equity financing and increasing the competitiveness of the Italian capital markets. On October 17, 2025 the text was transmitted to the parliamentary Committees to obtain their mandatory opinions. The final approval is expected in the coming months.
The Legislative Decree specifically addresses the rules governing takeover bids through:
The reform also introduces numerous changes in the area of corporate governance, including, in particular, simplified procedures for shareholders’ meetings of listed companies and a streamlined regulation for newly listed issuers.
Finally, specific provisions are envisaged to (i) facilitate the downlisting from a regulated market to a multilateral trading facility, as an alternative to delisting, and (ii) recognize the role of private equity and venture capital funds as structural players in the capital markets.
In the event of leakages, rumors, or press reports concerning the preparation or the launch of a takeover bid, the Commissione Nazionale per le Societa e la Borsa (Consob) may set a deadline by which the potential bidder must disclose its actual decision to launch a bid and, in the event of failure to respond or refusal, the potential bidder will be prevented from launching a takeover bid on securities of the relevant issuer for the following 12 months. The provision, inspired by the “put up or shut up” rule of the Takeover Code, is intended to provide certainty and transparency to the market in the event of leakages or rumors regarding a potential takeover bid.
Taking inspiration from common law jurisdictions, a new mechanism will be introduced to allow the acquisition of the entire share capital of a target issuer by a purchaser designated by the board of directors of the target following the authorization of the shareholders.
The acquisition of all outstanding shares must be approved by the extraordinary shareholders’ meeting of the target with the favorable vote of the majority of shareholders attending the meeting, other than: (a) the shareholders who submitted the acquisition proposal (and persons acting in concert with them) and/or (b) shareholders holding a majority shareholding, including a relative majority (higher than 10%). Therefore, a sort of whitewash mechanism will be introduced, similar to the one provided for in the context of mergers or demergers.
The newly introduced put-up-or-shut-up rule also applies to transactions of this kind, with the difference that in the event of no response or refusal, the potential buyer will be prevented from submitting a proposal relating to securities of the target issuer for the following six months.
Consob will play a central role in the purchase procedure and may adjust the purchase price to one higher than the one proposed in the event of any collusion between the potential purchaser or persons acting in concert with it and one or more shareholders of the issuer involved in the procedure, or in the event of a suspected market manipulation over the securities object of the acquisition.
This new mechanism represents an alternative to the launch of a takeover bid for the acquisition of all the outstanding shares of a listed company.
A single threshold of 30% of share capital (or voting rights) is introduced for the obligation to launch a mandatory takeover bid, eliminating the 25% threshold in the absence of another shareholder holding a higher stake in companies that do not qualify as SMEs, ensuring greater consistency with other European legal systems.
The reference period for determining the minimum price of a mandatory takeover bid is reduced from 12 to six months prior to the announcement made pursuant to Article 102 of the CFA, with the aim of limiting the cost associated with acquiring control through a takeover bid.
The threshold which triggers the obligation to launch a mandatory takeover bid (known as a consolidation/incremental takeover bid) in case of additional purchases over a period of 12 months by shareholders holding more than 30% of the share capital or voting rights in a listed issuer is increased from 5% to 10%.
In order to remove the risk of uncertain interpretation, the purpose of maintaining control over a listed company is eliminated from the definition of persons acting in concert (in line with the Takeover Directive). Indeed, such objective may apply to situations where there are no significant changes in the ownership structure, thereby excessively broadening the scope of application of the rules governing takeover bids.
The previous system of absolute presumptions of concerted actions is also replaced by a system of relative presumptions provided for by law (in addition to those established by Consob), thus allowing for evidence to the contrary to be provided by the parties involved. The use of absolute presumptions, regardless of whether the requirements set out in the general definition of concerted action were met, constituted an exception compared to the major legal systems of the other Member States and could lead to the application of takeover bid rules to cases that should not fall thereunder (as in the case of consultation shareholders’ agreements or of directors contrary to the acquisition of the shareholding).
The scope of application of the squeeze-out right pursuant to Article 111 of the CFA is expanded by providing (i) that the threshold above which the squeeze-out right arises does not necessarily have to be exceeded as a result of a mandatory takeover bid, but may also be achieved through purchases made in fulfilment of the sell-out procedure, and (ii) the lowering from 95% to 90% of the threshold for the squeeze-out right. The applicability of the squeeze-out right is also extended to financial instruments other than shares (including savings shares).
The possibility of drafting the offer document in English is introduced, without prejudice to the requirement to prepare a summary in Italian.
The Legislative Decree grants the board of directors of listed companies the power to determine how to hold the shareholders’ meetings in the absence of an express statutory option, and removes the individual right to submit proposals for resolutions at the shareholders’ meeting. In order to avoid purely disruptive interventions during in-person meetings, the company may limit the right to participate in the discussion to shareholders holding a minimum amount of shares. Moreover, in order to simplify disclosure obligations, the requirement to publish an excerpt of the notice-of-call of the meeting in national newspapers has been abolished.
In order to encourage listings, the reform introduces an ad hoc regime for “newly listed companies,” allowing them to opt-out of the slate voting system for the election of the board of directors. Issuers qualifying as such may also adopt simplified majorities for the adoption of amendments to the by-laws and opt-out from certain withdrawal rights. The reform also limits the application of related-party transaction procedures only to transactions exceeding the materiality thresholds established by Consob.
The rules on cross-shareholdings provided for by the CFA were amended to exclude the relevance of “triangular” cross-ownership structures.
The reform also introduces specific provisions to the CFA to (i) facilitate the downlisting from a regulated market to a multilateral trading facility, as an alternative to the delisting, and (ii) recognize the role of private equity and venture capital funds as structural players in the capital markets.