During the meeting held on 8 May 2019, the Council of Ministers finally approved the legislative decree which, in implementation of Directive (EU) 2017/828 of the European Parliament and of the Council, introduces new measures aimed at encouraging the long-term involvement of shareholders in the governance of listed companies.

In press release no. 58 of the Council of Ministers it is pointed out that Directive 2017/828 of the European Parliament and of the Council (amending Directive 2007/36/EC) “…it aims to improve the governance of listed companies, reinforcing their competitiveness and long-term sustainability, in particular through a greater and more conscious involvement and commitment of shareholders in corporate governance, in the medium and long term, and the facilitation of the exercise of their rights.

In addition, in order to facilitate shareholders’ control over transactions with related parties (therefore at insider risk) and thus limit the risk of expropriation phenomena arising from such transactions, the Directive has introduced specific provisions aimed at ensuring timely information and adequate safeguards in the process of resolving such transactions”.

Pending the publication of the implementation decree, it is anticipated that amendments to the Italian Civil Code (Article 2391-bisof the Italian Civil Code “Transactions with Related Parties”) and to the provisions of the Consolidated Law on Finance are envisaged.


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