Italy

CONSOB gets tough on tender and exchange offers in Italy

Filippo Emanuele, Roberto Culicchi and Richard Hamilton, Clifford Chance, Milan

The Italian securities market regulator, Commissione Nazionale per le Società e la Borsa (CONSOB), has recently taken a more interventionist role, in particular following criticisms made against it over the default on several bonds by the Cirio group in November 2002 and, subsequently, the collapse of Parmalat in December 2003. CONSOB has taken an especially keen interest in exchange and tender offers of securities - not in the usual context of takeover bids but rather towards bond-related transactions for the purposes of debt restructuring - and has intervened in a number of transactions, mainly involving foreign issuers. This article summarises the legislation on what constitutes a public tender or exchange offer in Italy, how CONSOB has recently been interpreting this legislation and the impact of CONSOB’s recent interventions, in particular on the Eurobond market.