Updates on Italy’s implementation of EU rules on cross-border distribution of UCIs | Hogan Lovells


Italian secondary legislation to be adapted to EU standards

On July 15, 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 the cross-border distribution of undertakings for collective investment (see our previous flash here).

As a follow-up, Legislative Decree no. 191 of November 5, 2021 amended Legislative Decree no. 58 of February 24, 1998 (the consolidated finance law) implementing, at the level of primary legislation, the CBFD directive and adapting the national rules to the CBFD regulation.

More specifically, among other things, Consob has been delegated the power to regulate:

  • local facilities for investors to be made available in Italy;

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

  • pre-marketing activities.

In order to exercise the aforementioned regulatory powers, Consob has published for consultation its amendments to the Consob Regulations on issuers concerning, among others:

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

  • notification to Consob either by the Italian fund manager or by the foreign regulatory authority, depending on the type of fund, for end the marketing of units/shares of UCITS and AIFs, the information which must be made public by the fund manager to investors, the offer to buy back units/shares of funds (other than closed-end AIFs or ELTIFs) of investors in the country when the marketing is terminated, as well as the obligation for the fund manager to terminate the agreements with third parties from the date on which the Consob receives the notification in order to avoid a new marketing of the funds;

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

  • the exclusion of UCIs from the rules on advertisement provided for by 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, the Consob took the opportunity to transfer the provisions of the SFDR and the Taxonomy Regulation relating to the pre-contractual information to be included in the offer documents of investment funds to the Issuer Regulations.

Next steps

The Consob consultation having ended on March 11, 2022, the final version of the Regulation on Issuers should be published soon. Click here to download the text of the regulation on issuers subject to consultation (available only in Italian).

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