European Union: Italy's Inside Information Disclosure Requirements Addressed In CONSOB Guidelines

Last Updated: 9 November 2017
Article by Stefano Crosio, Francesca Ravallese and Federico Ferrari

The Situation: In July 2016, the Market Abuse Regulation ("MAR") came into effect, introducing detailed requirements for EU listed issuers regarding disclosure of inside information, with a view to fighting market abuse.

The Result: In October 2017, CONSOB issued a set of Guidelines providing Italian listed issuers operational guidance regarding the proper implementation of MAR disclosure principles.

Looking Ahead: The CONSOB Guidelines are an opportunity for many Italian listed issuers to update their internal policies on inside information management. Failure to do so may expose them and their officers to increased risks associated with potential market abuse conduct.

On October 13, 2017, CONSOB (the Italian securities market regulator) issued a set of long-awaited Guidelines aimed at providing Italian listed issuers operational guidance and best practices regarding the proper implementation of the principles set forth by Regulation (EU) No. 596/2014 on market abuse ("MAR") in connection with inside information.

The Guidelines have been developed using a one-size-fits-all approach that has an "average issuer" in mind and therefore, when implemented, should be adapted on a case-by-case basis.

"Relevant Information" Versus "Inside Information"

A fundamental distinction lies at the core of the Guidelines, between:

  • "Relevant Information," which is information that, in the issuer's judgment, is material to the issuer because it relates to data, events, projects, or circumstances that directly pertain to that issuer and at a later time may become Inside Information; and
  • "Inside Information," which (in the basic notion set forth by Article 7(1), item (a), of MAR) is information that: (i) is of a precise nature; (ii) has not been made public; (iii) relates to an issuer or to financial instruments; and (iv) if made public, would likely have a significant effect on the prices of the financial instruments or related derivatives.

In light of this distinction, the Guidelines recommend that issuers implement internal policies and processes in order to (among other things):

  • Identify the corporate function or officer who is responsible for managing Relevant Information and Inside Information ("Inside Information Management Unit");
  • Identify and monitor Relevant Information and determine when this becomes Inside Information; and
  • Decide whether to promptly disclose or delay disclosure of Inside Information pursuant to MAR rules.

Inside Information Management Unit

The Guidelines require that issuers clearly identify an Inside Information Management Unit, which may be a corporate officer or a corporate function responsible for managing Relevant Information and Inside Information, including deciding whether to promptly disclose Inside Information or delay disclosure under MAR rules.

Identification and Management of Relevant Information

The Guidelines do not provide a precise definition of "Relevant Information," leaving it up to the issuer's judgment to identify, on a case-by-case basis, those categories of information that can be deemed material to the issuer because:

  • The information relates to data, events, projects, or circumstances that pertain to that issuer; and
  • The information may at a later time evolve to become Inside Information.

According to the Guidelines, through the Inside Information Management Unit, issuers should monitor the circulation of and access to Relevant Information by creating and maintaining a "Relevant Information List," which is a simplified version of the "Insider List" contemplated by Article 18 of MAR.

Identification and Management of Inside Information

In light of the definition of "Inside Information" provided by Article 7(1) of MAR, the Guidelines recommend that:

  • Issuers' internal policies identify general criteria to assist in determining the moment when a specific piece of Relevant Information becomes Inside Information;
  • The Inside Information Management Unit document and keep track of the assessment set forth above; and
  • Issuers implement procedures (including the Insider List) aimed at segregating Inside Information.

The Guidelines contain a noncomprehensive series of indicators to be taken into account in performing the assessment discussed above.

Delayed Disclosure of Inside Information

The Guidelines provide operational and interpretive guidance regarding the processes that issuers should have in place in order to effectively manage a potential decision to delay disclosure of Inside Information, including in relation to:

  • Procedures allowing the issuer to timely act in the event of a decision to delay disclosure of Inside Information;
  • The assessment that the conditions justifying a delayed disclosure under Article 17(4) of MAR are met;
  • The minimum contents of the decision to delay disclosure of Inside Information and of the records to be kept about such decision;
  • Procedures to monitor that the conditions justifying a delayed disclosure continue to be met until disclosure; and
  • Procedures ensuring that, if any of the conditions justifying a delayed disclosure cease to apply, the Inside Information be disclosed as soon as possible and, immediately thereafter, CONSOB be notified of the reasons for the decision to delay disclosure.

Disclosure of Inside Information

The Guidelines provide guidance about how to interpret MAR's requirement that Inside Information should be disclosed to the public "as soon as possible," pointing out that an acceptable time lag is that necessary to draft a complete and accurate press release. They also provide minimum requirements to be met for Inside Information to be appropriately disclosed to the public.

Two Key Takeaways

  1.    CONSOB issued a long-awaited set of Guidelines providing Italian listed issuers operational guidance and best practices regarding the proper implementation of MAR principles about Inside Information management.
  2.    Italian listed issuers' failure to update their internal policies to make them compliant with MAR and the Guidelines may expose such issuers and their officers to increased risk associated with potential market abuse conduct.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions