BANKING AND FINANCE – Capital Market Bill on the issuance and underwriting of debt securities approved

Newsletter n. 91 – December 2023

BANKING AND FINANCE

Capital Market Bill on the issuance and underwriting of debt securities approved

On 24 October 2023, the Draft Law no. 674 on “Measures to support the competitiveness of capital” (the “Capital Market Bill”) has been approved by the upper chamber of the Italian parliament (the Senate). Pending the approval of the lower chamber, the Capital Market Bill introduced certain measures to stimulate the growth of the Italian capital market and, inter alia, certain amendments to Articles 2412 and 2483 of the Italian Civil Code regulating, respectively, the limits on the issuance of bonds for joint-stock companies and the issuance of debt instruments for limited liability companies. In particular, article 7 of the Capital Market Bill provided that (a) the limit currently provided under the first paragraph of Article 2412 of the Italian Civil Code shall be applied with reference to the corporate capital resulting from the last of the inscriptions referred to in Article 2444, paragraph 1 of the Italian Civil Code, (b) the limits currently provided under the first and second paragraph of Article 2412 of the Italian Civil Code shall not be applicable in case the terms and conditions of the issuance of the bond provide it can only be transferred (also in case of resale) to professional investors, and (c) the limits currently provided under paragraph two of Article 2483 of the Italian Civil Code shall not be applicable in case the terms and conditions of the issuance of the debt instrument provide it can only be purchased by professional investors.