On 25 February 2026, the Joint Committees on Justice and Finance of the Italian Senate issued a favourable opinion, with observations, on the draft legislative decree adopted pursuant to the delegation conferred by Italian Law No. 21 of 2024, aimed, inter alia, at the comprehensive reform of the provisions of the Italian Consolidated Financial Act (“TUF”) and the Italian Civil Code concerning listed joint-stock companies.
In delivering their opinion, the Committees accompanied their favourable assessment with a detailed list of observations, inviting the Italian Government to consider the appropriateness of intervening on several aspects of corporate law.
It should be recalled that the reform aims, inter alia, to make the Italian system more attractive for both domestic and foreign companies, with a view to retaining domestic capital and, at the same time, attracting foreign investment.
Among the proposed changes, particular relevance is attached to the regulation of multiple voting shares and loyalty shares in listed companies. In particular, the Italian Senate invited the Italian Government to consider amendments to Articles 127-quinquies and 127-sexies of the TUF in order to provide for the disapplication of such voting rights in resolutions concerning specific transactions, including: (i) mergers resulting in the delisting of securities from trading on an Italian regulated market; (ii) the transfer of the company’s registered office abroad; (iii) liability actions against directors pursuant to Article 2392 of the Italian Civil Code; (iv) transactions resulting in the delisting of shares from trading on an Italian regulated market; or (v) the transfer of trading to a multilateral trading facility.
Further observations concern the squeeze-out procedure governed by Article 112-bis of the TUF. In particular, the Italian Senate invited the Italian Government to consider, inter alia, aligning the criteria for determining the consideration with those applicable to mandatory takeover bids, requiring prior notification to CONSOB of the explanatory report relating to the transaction, and introducing enhanced quorum requirements for the relevant shareholders’ resolutions.
With regard to shareholders’ meetings, the Italian Senate also invited the Italian Government to consider amendments to the rules governing the conduct thereof, including reducing the thresholds required to participate in the discussion and to request that the meeting be held in person, as well as introducing an express provision allowing the by-laws to permit in-person meetings.
The observations also concern the appointment of corporate bodies. In particular, the Italian Senate invited the Italian Government to consider amending the rules governing the submission of slates for the appointment of the board of directors by reducing the maximum shareholding threshold that may be required under the by-laws for such purpose.
Regarding shareholders, the opportunity was also noted to provide withdrawal rights to shareholders who did not vote in favour of amendments to the by-laws adopted following the admission of the shares to trading, where such right is provided for in the by-laws.
Finally, the Italian Senate invited the Italian Government to consider amending Article 147-ter of the TUF to clearly establish the point in time from which the loss of a director’s independence requirements results in the forfeiture of office.
Lawyer Andrea Bernasconi and Dr. Giulia Gitto