The Decreto Capitali amends Articles 2412 and 2483 of the Civil Code by exempting the issuance of bonds and debt securities from certain limitations (i.e., the maximum amount of debt and the nature of the subscribers) provided that such instruments are subscribed exclusively by professional investors and this option is expressly provided in the terms and conditions of the instrument.
 

Under the Decreto Capitali listed companies (including those with shares listed in multilateral trading facilities) will be able to hold their shareholders’ meetings exclusively via a representative appointed by the issuer under Article 135-undecies of the Legislative Decree of Feb. 24, 1998, No. 58 (Financial Act), if the issuer’s bylaws so provide. The Decreto Capitali also legislates on granting representatives proxies and sub-proxies and states that, if a representative is appointed, the submission of resolution proposals and questions must occur only prior to the shareholder meeting.

Furthermore, the COVID-19 emergency measures established under Article 106 of Decree-Law of March 17, 2020, No. 18, which allow for remote shareholder meetings and electronic or postal voting, have been extended until Dec. 31, 2024.
 

The Decreto Capitali amends Article 2351 of the Civil Code to allow an increase in the number of votes per share in multiple-voting shares (azioni con voto multiplo) from three votes to 10, if the company’s bylaws so provide. Although the provision applies to listed and unlisted S.p.A. entities, the change is designed to increase the attractiveness and retention capabilities of the Italian market by giving controlling shareholders the ability to maintain control of their company even if their holding falls below the majority, especially following or during the listing of the shares.

Additionally, Article 127-quinquies of the Financial Act governing loyalty shares (azioni con voto maggiorato) is amended to allow issuers of loyalty shares to include in their bylaws a provision granting shareholders—in addition to the right to accrue an extra voting right on shares held for 24 months—an additional vote for each share upon expiration of each 12-month period the share is held (following the initial 24-month period) up to a maximum of 10 votes per share. Shareholders who do not agree to this bylaw amendment may withdraw.
 

The Decreto Capitali enables outgoing boards of listed companies to submit to the shareholders’ meeting slates of candidates for the election of the new board of directors. The number of slated candidates must be equal to the number of members to be elected, increased by one-third, and the slate must be approved by two-thirds of the members of the outgoing board.

If the slate proposed by the outgoing board obtains the highest number of votes, for the final selection of the directors (i) the shareholders’ meeting hold an additional vote on each slated candidate and those with the most votes join the board of directors; and (ii) at least 20% of the new board members are elected from other lists of candidates submitted to the shareholders’ meeting by the shareholders.

Consob (the stock exchange’s regulatory body) must adopt a regulation implementing these changes within 30 days of the Decreto Capitali’s effective date. Issuers must amend their bylaws so the changes introduced by the Decreto Capitali are implemented in time for the first shareholder meeting convened after Jan. 1, 2025.
 

The Decreto Capitali introduces a new sanctioning procedure for Financial Act violations. The new mechanism allows the addressee of a sanction notification to propose commitments to Consob aimed at removing the notified violation of investor and market interests. Subject to Consob’s positive assessment on the suitability of the proposed commitments to protect the violated interest, the proposed commitments are approved and are binding on the issuer. Failure to comply with the commitments is punishable by a 10% increase of the applicable monetary sanction. Consob may reopen the sanctioning procedure under specific circumstances (e.g., when the commitments are violated or there is a material change of the factual circumstances on which Consob’s decision was based).
 

The Decreto Capitali repeals the rule under Article 114, paragraph 7 of the Financial Act obliging anyone holding shares representing 10% or more of an issuer’s equity and any other controlling persons of the listed entity to notify Consob and the market of transactions involving the issuer’s shares or other related financial instruments they have performed directly or through intermediaries.