CAPITAL MARKETS | CONSOB launches second consultation with the financial market regarding Board of Directors’ lists

On 19 December 2024, Consob launched a new consultation with the financial market to implement the regulatory delegation provided by the Capital Law with reference to the submission of lists by outgoing Boards of Directors (BoD lists). Consob drafted specific proposals to amend the Issuers’ Regulation (Regolamento Emittenti), which are intended to implement the new Article 147-ter.1 of the Consolidated Law on Finance (TUF) and overcome the main application issues that have arisen with regard to two central themes of the regulation of BoD lists: (a) the legitimacy of shareholders in the second individual vote; and (b) the distribution of board seats when minority lists obtain more than 20% of the votes. At the same time, Consob’s proposals are intended to enhance the statutory autonomy of issuers in defining the systems for electing BoDs and to coordinate the rules set forth in the Issuers’ Regulation with regard to the BoD list. The new consultation ended on 15 January 2025 with the aim of approving the final version of the amendments to the Issuers‘ Regulation in time for the 2025 shareholders’ meeting season.

Newsletter n. 103 – January 2025