In its meeting on March 27, 2026, the Italian Council of Ministers approved the Legislative Decree no. 47/2026 amending both the Consolidated Financial Act (Testo Unico della Finanza — CFA) and the provisions of the Italian Civil Code relating to joint-stock companies that also apply to listed companies. The Legislative Decree aims to facilitate access to equity financing and increase the competitiveness of the Italian capital markets. The new provisions will enter into force starting from April 29, 2026.
As a follow-up to the Client Alert published by us on October 23, 2025, we summarize below the main changes and additional provisions contained in the final version of the Legislative Decree, with specific focus on takeover bids, corporate governance, and other obligations for listed companies.
The introduction of a new mechanism providing for the full acquisition of a company with the authorization of the shareholders represents an alternative to the launch of a takeover bid for the acquisition of all the outstanding shares of a listed company. This acquisition shall be approved by the extraordinary shareholders’ meeting of the target with the favorable vote of 75% 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%).
The requirement to publish an excerpt of the notice of call of the meeting in national newspapers remains in force.
The provisions relating to multiple voting shares and loyalty shares have also been amended, as such shares will only cast one vote in any resolutions concerning corporate mergers resulting in the delisting of the relevant company, the transfer of the registered office abroad, or the direct delisting from the Italian markets.
In addition, the reform abolishes the interlocking directorates regime introduced by the Law Decree no. 201/ 2011, which prohibited holding cross-appointments on the boards of directors of banks and insurance companies competing with one another.