CAPITAL MARKETS | Consob launches consultation on the Listing Act and takeover bids to simplify the framework

On 18 June 2026, Consob launched a public consultation on proposed amendments to the regulations governing issuers, markets and intermediaries (the Issuers’ Regulation), with the aim of implementing the Regulation (EU) 2024/2809 (the Listing Act) and aligning the rules on takeover bids with the recent amendments to the Italian Consolidated Law on Finance.

Among the most significant proposed changes is the increase from euro 8 million to euro 12 million of the annual value threshold within which public offers of financial instruments may be carried out without the obligation to publish a prospectus, whilst the euro 8 million threshold applicable to public takeover and exchange bids remains unchanged. The proposals also introduce greater flexibility in the free float requirement for admission to trading and revise the framework governing investment research, including issuer-sponsored research.

As regards the rules on compulsory public takeover bids (OPAs), the percentage thresholds triggering takeover bid obligations and the criteria for calculating the consideration have been brought into line with the Consolidated Law on Finance; the scope of Consob’s supervision has been adjusted and offer documentation has been digitized. Finally, a new exemption from the public takeover bid obligation is introduced for capital increases involving contributions in kind.

The consultation will remain open for 30 days from the publication of the document.

Newsletter n. 120 – July 2026