The Legislative Decree adopted on May 15 1996 by the Council of Ministers (the Decree) to implement EU Directives 93/22/EC (on Investment Services) and 93/6/EC (on Capital Adequacy) will, among other things, introduce substantial reform aimed at privatizing Italian regulated markets (the stock exchange, over-the-counter, futures and options markets). The Decree is now being submitted to the relevant parliamentary committee for its opinion, which, however, is not binding.
The proposed reform includes the following main points:
- The Decree provides that limited companies, including non-profit making organizations (the managing companies), shall be responsible for the organization and administration of regulated markets of financial investments. It will be up to CONSOB to establish the minimum stock capital of the managing companies as well as any instrumental or related activity which they may carry out in addition to their main object.
- The organization and administration of the markets will be governed by a Regulation adopted by the shareholders of the managing company by way of an ordinary resolution of the general meeting. This Regulation will establish: conditions and procedures for the admission, cancellation and suspension of companies active in financial dealings and of securities; conditions and procedures for the publication and disclosure of prices; and lists of transactions and minimum quantities admitted. Once approved, the Regulation of each market will replace current regulations.
- CONSOB will supervise and control regulated markets to ensure transparency, investor protection and regularity of dealings, and shall have inspection or investigation powers. In emergency cases, CONSOB may also act in place of the managing companies.
- The privatization of the regulated markets shall be undertaken by the Council of the Stock Exchange. Within 60 days after the Decree comes into force, the Council of the Stock Exchange shall submit a project for the establishment of one or more managing companies for CONSOB's approval. The Council of the Stock Exchange itself will, at the beginning, create the managing companies and subsequently, on completion of complex proceedings, will dismiss the shareholdings in the said companies and at least 51% of the voting share capital will have to be transferred to the intermediaries. The Council of the Stock Exchange will thereupon be liquidated.
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