Italian secondary legislation about to be adapted to EU standards

On 15 July 2021, the Italian Council of Ministers approved, in preliminary examination, a legislative decree introducing rules to adapt national legislation to EU rules - Directive (EU) 2019/1160 (CBFD Directive) and Regulation (EU) 2019/1156 (CBFD Regulation) - on cross-border distribution of collective investment undertakings (please see our previous newsflash here).

As follow up, Legislative Decree no. 191 of 5 November 2021 amended Legislative Decree no. 58 of 24 February 1998 (the Consolidated Financial Act) implementing, at primary legislation level, the CBFD Directive and adapting domestic rules to the CBFD Regulation.

More in detail, among other things, Consob has been provided with the delegated power to regulate:

  • the local facilities for investors that must be made available in Italy;

  • the procedure for the termination of marketing of UCITS and AIFs;

  • 'pre-marketing' activities.

In order to exercise the mentioned regulatory powers, Consob published for consultation its amendments to Consob’s Regulation on Issuers regarding, among other things:

  • the tasks of the local facilities for retail UCITS and some categories of AIFs, which may be carried out by the same UCITS/AIF or by third parties, acting as contact point for any communication with Consob and the Bank of Italy, as well as the information to be provided to the investors in this respect;

  • the notification to Consob either from the Italian fund manager or the foreign regulatory authority, depending on the type of fund, for terminating the marketing of units/shares in UCITS and AIFs, the information that must be made publicly available by the fund manager to the investors, the offer to buy back fund (other than close-ended AIFs or ELTIFs) units/shares from the investors in the country where marketing is terminated, as well as the duty for the fund manager to terminate the agreements with third parties from the date in which Consob receives the notification in order to avoid further marketing of the funds;

  • the rules for pre-marketing of reserved AIFs and the applicable procedure, the cases in which the subscription by professional investors of units/shares of AIFs is considered the result of marketing and the list of entities entitled to carry out pre-marketing activities;

  • the carve out of UCIs from the rules on advertisement set out under the Consob Regulation on Issuers, as they are directly subject to the ESMA Guidelines on marketing communications under the Regulation on cross-border distribution of funds (ESMA34-45-1244).

Also, Consob took the occasion to transfer into the Regulation of Issuers the provisions of the SFDR and the Taxonomy Regulation related to pre-contractual information to be inserted in the offering documents of investment funds.

Next steps

As Consob’s consultation ended on 11 March 2022, the final version of the Regulation on Issuers is expected to be issued shortly. Click here to download the text of the Regulation on Issuers submitted to consultation (available in Italian only).