Le prassi applicative delle operazioni con parti correlate e il recepimento della SHRD II

Abstract

Related party transactions are a typical feature of financial markets. The risk that these transactions may become a vehicle for private benefit expropriation, has led regulators to identify different strategies aimed at containing the risks. In Italy, the Related Party Transactions Regulation issued in 2010 by Consob represented an important turning point in the domestic regulatory framework. The transposition of Directive (EU) 2017/828 (SHRD II) has, therefore, provided an opportunity to ameliorate the regulation. The research is, thus, developed in three parts. In the first one, after observing the ambivalent nature of RPTs, we review the different, main, regulatory solutions generally adopted in the financial markets aimed at regulating the RPT phenomenon. The second chapter deals with the domestic system, the evolutionary path, the strategies adopted by Consob, and, therefore, the critical points which the ten-year application has brought to light, and which have affected the effectiveness of the regulations. Finally, we deal with the updating of the Italian RPT regulations, caused by SHRD II. Since the process has not yet been completed - in fact, the updating of the RPT Communication is missing - an analysis of the procedures adopted by the issuing companies makes it possible, in the end, to suggest certain proposals regarding the same Communication, aimed at ensuring an ever greater degree of effectiveness, and therefore greater protection for investors and the market in general.