Stricter rules on insider dealing in Italy have been introduced as part of significant amendments to the Regulation of the markets organized and managed by Borsa Italiana SpA, the Italian Stock Exchange. The amendments to the Regulation came into force on July 15 2002.
Amendments were approved by the ordinary shareholders meeting of Borsa Italiana SpA on April 29 2002 and then by CONSOB, the public authority responsible for regulating the Italian securities market.
According to article 2.6.3 of the amended Regulation every company with listed shares will have to draw up a code of conduct governing disclosure requirements and some restrictions will occur on transactions carried out on their own account by persons who may have "price sensitive" information (the relevant persons).
Relevant persons are directors, members of the board of auditors and general managers of companies as well as any other people who have access to privileged and price-sensitive information by way of their jobs (such as legal advisers or officers in charge of finance departments).
The code of conduct must do the following:
- identify the relevant persons;
- define the disclosure requirements to be carried out by the relevant persons;
- identify the person in charge of receiving the information disclosed; and
- set out the terms of disclosure.
Pursuant to article 2.6.4, disclosure is required with respect to transactions for own account concerning the following:
- listed financial instruments issued by the issuer or by its subsidiaries (with the exclusion of non-convertible bonds);
- non-listed financial instruments giving rights to subscribe, purchase or sell financial instruments; and
- derivatives and covered warrants in connection with listed financial instruments issued by the issuer or by its subsidiaries (with the exclusion of non-convertible bonds).
Transactions for own account where the aggregate value exceeds €50,000 ($50,380) for a single declarer will have to be disclosed to the market on a quarterly basis while transactions exceeding €250,000 for a single declarer will have to be disclosed without delay.
According to article 2.6.4. bis of the amended Regulation, companies will have to draw up their code of conduct by January 1 2003. Companies must subsequently submit their code of conduct as well as any amendment or integration to it to Borsa Italiana SpA.
The new provisions aim to introduce stricter rules against insider dealing and to provide investors with greater information on the investment activity of managers without imposing significant restrictions on such investment activities.