With its communication No 0066209 of August 2 2013, Consob, Italy's securities regulator, has introduced additional information requirements applicable to trusts' shareholdings in listed companies.
The presence of a trust among shareholders is seen as a potential limit to transparency requirements, especially as far as the exercise of voting rights is concerned.
Trustees of listed companies having Italy as home member state and holding participations in excess of two percent of the share capital, or having signed shareholding agreements pertaining to voting rights, are now required to provide Consob with the following additional information:
- identity of beneficiaries, the settlor, the protector, if present, or the officer with signing authority;
- powers of intervention, if any, in the management of the shareholding in the listed company attributed in the deed instituting the trust to subjects different from trustees, including the power to give binding instructions to the trustees or the presence of clauses of non interest;
- the nature, duration and revocability of the trust as well as the applicable law; and
- overlap of physical and legal subjects involved in the trust as beneficiaries, settlors, trustees or protectors and the subjects which form part of the participation chain of the trust, or of the group to which the trust is party as well as subjects having top management functions.
Information relevant for Consob will be published on the regulator's website for the appropriate disclosure of participations to protect investors and guarantee the regular functioning of the market.
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