Navigating through Covid-19

Reporting, meetings and transactional issues

As Covid-19 becomes of increasing concern around the globe, this note provides an outline of issues that businesses should consider in relation to reporting, meetings & transactional issues under legislative and regulatory provisions applicable to Italian companies and financial institutions from time to time.

This page is a collection of all you need to know on reporting, meetings & transactional issues in Italy and Covid-19.



Key issues to consider

If, in the context of the Covid-19 outbreak, listed companies have already convened a shareholders’ meeting, should they re-convene it or can they supplement the meeting notice?

Some market players have already decided to supplement the meeting notice (instead of calling a new meeting) by providing for a meeting attendance form in compliance with the terms and conditions provided by applicable legislative and regulatory provisions, including those introduced by Law Decree no. 18/2020.

In particular, listed companies may allow for a shareholders’ meeting to be held, even exclusively, through remote attendance and using electronic means and/or, even exclusively, through the representative appointed by the listed company pursuant to article 135-undecies Italian Consolidated Financial Act (Rappresentante designato dalla società con azioni quotate) which may be granted, in addition to proxies indicating voting instructions (deleghe con istruzioni di voto) in relation to all or some of the proposals on the agenda pursuant to article 135-undecies Italian Consolidated Financial Act, also voting proxies (deleghe di voto) and subdelegations pursuant to article 135-novies Italian Consolidated Financial Act.

If listed companies have already published their financial statements and related documentation, should they update it explaining the actual or potential impacts of the Covid-19?

On 11 March 2020, ESMA recommended that issuers should be transparent in relation to the actual and potential impacts of Covid-19, to the extent possible based on both a qualitative and quantitative assessment on their business activities, financial situation and economic performance in their 2019 year-end financial report, if these have not yet been finalised, or otherwise in their interim financial reporting disclosure.

However, relevant events and/or circumstances concerning the impact of Covid-19 on listed companies’ fundamentals, prospects or financial situation should be disclosed in accordance with their transparency obligations under the Market Abuse Regulation.



What I need to know

Disclosure of inside information

Listed companies must disclose non-public information which relates directly or indirectly to the company or its securities and which, if made public, would be likely to have a significant effect on the price of the securities or related derivatives of the company (“inside information”).

Financial reporting

On 11 March 2020 the European Securities and Markets Authority (ESMA) published a recommendation for financial markets participants on the disclosure of the actual and potential impact of COVID-19 in their financial reports.

General meetings of listed companies

Many listed companies are currently busy preparing for their annual general meeting (“AGM”).

Impact on equity transactions

The impact of restrictions on the execution of transactions should be taken into account.

Meetings

Click here to read the full briefing note.